అకౌంట్స్ గమనికలుExcelsoft Technologies Ltd.

When some or all of the economic benefits required
to settle a provision are expected to be recovered
from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be
measured reliably.

Financial instruments

Financial assets and financial liabilities are recognised
when a Company becomes a party to the contractual
provisions of the instruments.

Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value
through profit and loss) are added to or deducted
from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities
at fair value through profit and loss are recognised
immediately in statement of profit and loss.

(i) Financial assets

At initial recognition trade accounts receivables
(in accordance with IND AS 115) are measured
at their transaction price and subsequently
measured at carrying value as of initial
recognition less impairment allowance (if any).
Investments in equity instruments are recognised
and subsequently measured at amortised cost.
The Company''s equity investments are not held
for trading.

(ii) Cash and cash equivalents

The Company considers all highly liquid financial
instruments which are readily convertible into
known amounts of cash that are subject to an
insignificant risk of change in value and having
original maturities of three months or less from
the date of purchase, to be cash equivalents.
Cash and cash equivalents consist of balances
with banks which are unrestricted for withdrawal
and usage. Restricted cash and bank balances are
classified and disclosed as other bank balances.

(iii) Impairment of financial assets

The Company applies the expected credit loss
model for recognising impairment loss on
financial assets measured at amortised cost,
debt instruments at FVTOCI, lease receivables,
trade receivables, other contractual rights to
receive cash or other financial asset, and financial
guarantees not designated as at FVTPL. The
expected credit loss approach requires that
all impacted financial assets will carry a loss
allowance based on their expected credit losses.
Expected credit losses are a probability-weighted
estimate of credit losses over the contractual life
of the financial assets.

For trade receivables or any contractual right
to receive cash or another financial asset that
result from transactions that are within the
scope of IND AS 115, the Company measures the
loss allowance at an amount equal to lifetime
expected credit losses.

The impairment provisions for trade receivables
is based on reasonable and supportable
information including historic loss rates, present
developments such as liquidity issues and
information about future economic conditions,
to ensure foreseeable changes in the customer-
specific or macroeconomic environment
are considered.

(iv) Significant increase in credit risk

In assessing whether the credit risk on a financial
instrument has increased significantly since
initial recognition, the Company compares
the risk of a default occurring on the financial
instrument at the reporting date with the risk of
a default occurring on the financial instrument
at the date of initial recognition. In making this
assessment, the Company considers both
quantitative and qualitative information that is
reasonable and supportable, including historical
experience and forward-looking information
that is available without undue cost or effort.
Forward-looking information considered includes
the future prospects of the industries in which
the Company''s debtors operate, obtained from
economic expert reports, financial analysts,
governmental bodies, relevant think-tanks
and other similar organisations, as well as
consideration of various external sources of
actual and forecast economic information that
relate to the Company''s core operations.

(v) De-recognition of financial assets

The Company de-recognises a financial asset
when the contractual rights to the cash flows
from the asset expire, or when it transfers the
financial asset and substantially all the risks and
rewards of ownership of the asset to another
party. If the Company neither transfers nor
retains substantially all the risks and rewards of
ownership and continues to control the transferred
asset, the Company recognises its retained

interest in the asset and an associated liability
for amounts it may have to pay. If the Company
retains substantially all the risks and rewards of
ownership of a transferred financial asset, the
Company continues to recognise the financial
asset and also recognises a collateralised
borrowing for the proceeds received.

(vi) Foreign exchange gains and losses

The fair value of financial assets denominated in
a foreign currency is determined in that foreign
currency and translated at the spot rate at the end
of each reporting period.

- For foreign currency denominated financial
assets measured at amortised cost and FVTPL,
the exchange differences are recognised in
statement of profit and loss except for those
which are designated as hedging instruments
in a hedging relationship.

Net gain/(loss) on foreign currency transactions
and translation during the year recognised in the
statement of Profit and Loss account is presented
under other income.

k Financial liabilities and equity instruments

(i) Classification as debt or equity

Debt and equity instruments issued by a Company
are classified as either financial liabilities or as
equity in accordance with the substance of the
contractual arrangements and the definitions of
a financial liability and an equity instrument.

(ii) Equity instruments

An equity instrument is any contract that evidences
a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments
issued by a Company are recognised at the
proceeds received, net of direct issue costs. Re¬
purchase of the Company''s own equity instruments
is recognised and deducted directly in equity. No
gain or loss is recognised in statement of profit and
loss on the purchase, sale, issue or cancellation of
the Company''s own equity instruments.

(iii) Financial liabilities

All financial liabilities are subsequently measured
at amortised cost using the effective interest
method. In general, financial liabilities are classified
and subsequently measured at amortised cost,
with the exception of contingent considerations
resulting from a business combination, non¬
controlling interests subject to put provisions as
well as derivative financial liabilities.

(iv) Derecognition of financial liabilities

The Company derecognises financial liabilities
when, and only when, the Company''s obligations
are discharged, cancelled or have expired. An
exchange with a lender of debt instruments with
substantially different terms is accounted for as
an extinguishment of the original financial liability
and the recognition of a new financial liability.
Similarly, a substantial modification of the terms
of an existing financial liability is accounted for as
an extinguishment of the original financial liability
and the recognition of a new financial liability.
The difference between the carrying amount
of the financial liability derecognised and the
consideration paid and payable is recognised in
the statement of profit and loss.

l Segment reporting

In accordance with IND AS 108, Operating Segments ,
the Group''s chief operating decision maker ("CODM")
has been identified as the board of directors.

The Company is engaged in education technology
business and therefore the Company''s CODM (Chief
Operating Decision Maker; which is the Board of
Directors of the Company) decided to have the
below as reportable segment from previous year in
accordance with IND AS 108 "operating segments"

- Assessment and proctoring solutions

- Educational technology services

- Learning and student success solutions

- Learning design and content solutions"

m Operating cycle

Based on the nature of products/activities of the
Company and the normal time between acquisition of
assets and their realisation in cash or cash equivalents,
the Company has determined its operating cycle as 12
months for the purpose of classification of its assets
and liabilities as current and non-current.

6. CRITICAL ACCOUNTINGJUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY

Use of estimates

The preparation of these standalone financial
statements in conformity with IND AS requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities,
disclosures of contingent assets and liabilities at the
balance sheet dates and the reported amounts of
revenues and expenses during the reporting periods.
Significant estimates and assumptions reflected
in the Company''s financial statements include, but

are not limited to, expected credit loss, impairment
of intangible assets, useful lives of property, plant
and equipment and leases, realisation of deferred
tax assets, unrecognised tax benefits, incremental
borrowing rate of right-of-use assets and related lease
obligation, the valuation of the Company''s acquired
equity investments. Actual results could materially
differ from those estimates.

Key sources of estimation uncertainty

The following are the key assumptions concerning the
future, and other key sources of estimation uncertainty
at the end of the reporting period that may cause a
material adjustment to the carrying amounts of assets
and liabilities within the next financial year.

a Impairment of financial assets

The impairment provisions for trade receivables
is based on assumptions about risk of default and
expected loss rates. The Company uses judgements
in making certain assumptions and selecting inputs
to determine impairment of these trade receivables,
based on the reasonable and supportable i nformation
including historic loss rates, present developments
such as liquidity issues and information about
future economic conditions, to ensure foreseeable
changes in the customer-specific or macroeconomic
environment are considered.

b Impairment of investment in subsidiaries

The Company conducts impairment reviews of
investments in subsidiaries whenever events
or changes in circumstances indicate that their
carrying amounts may not be recoverable or tests
for impairment annually. Determining whether an
asset is impaired requires an estimation of the
recoverable amount, which requires the Company
to estimate the value in use determined using
a discounted cash flow approach based upon
the cash flow expected to be generated by the
investment. In case that the value in use of the
investment is less than its carrying amount, the
difference is at first recorded as an impairment of
the carrying amount of the goodwill.

c Employee benefits - defined benefit plans

The cost of the defined benefit plans are based on
actuarial valuation using the projected unit credit
method. An actuarial valuation involves making
various assumptions that may differ from actual
developments in the future. These include the
determination of the discount rate, future salary
increases, attrition and mortality rates. Due to the
complexities involved in the valuation and its long¬
term nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.

d Litigations

The amount recognised as a provision is the
management''s best estimate of the expenditure
required to settle the present obligation arising at
the reporting period.

e Useful lives of property plant and equipment
The Company depreciates property, plant and
equipment on a straight-line basis over estimated
useful lives of the assets. The charge in respect
of periodic depreciation is derived based on an
estimate of an asset''s expected useful life and
the expected residual value at the end of its life.
The lives are based on historical experience with
similar assets as well as anticipation of future
events, which may impact their life, such as
changes in technology. The estimated useful life
is reviewed at least annually.

f Point of capitalisation

The property, plant and equipment shall be
capitalised upon reaching the parameters at
which stage the asset is brought to the location
and condition necessary for it to be capable of
operating in the manner intended by management.
In respect of internally generated intangible
assets, management has defined the criteria for
capitalisation based on the version released for
each feature to be deployed on the digital platform.
The point in time at which the version release
contain all the essential features as defined by the
management and qualifies to be a minimum viable
product (MVP), the feature is considered eligible
for capitalisation. Identifiable intangible assets
are recognized when the Company controls the
asset; it is probable that future economic benefits
expected with the respective assets will flow to the
Company for more than one economic period; and
the cost of the asset can be measured reliably.

g Revenue recognition

The Company''s contracts with customers include
promises to transfer multiple products and
services to a customer. Revenues from customer
contracts are considered for recognition and
measurement when the contract has been
approved, in writing, by the parties to the contract,
the parties to contract are committed to perform
their respective obligations under the contract, and
the contract is legally enforceable. The Company
assesses the services promised in a contract and
identifies distinct performance obligations in the
contract. Identification of distinct performance
obligations to determine the deliverables and the
ability of the customer to benefit independently
from such deliverables, and allocation of

transaction price to these distinct performance
obligations involves significant judgement.

Fixed-price maintenance revenue is recognized
rateably on a straight-line basis when services are
performed through an indefinite number of repetitive
acts over a specified period. Revenue from fixed-price
contract is recognized rateably using a percentage of
completion method when the pattern of benefits from
the services rendered to the customer and Company''s
costs to fulfil the contract is not even through the
period of the contract because the services are
generally discrete in nature and not repetitive. The
use of method to recognize the revenue requires
judgement and is based on the promises in the
contract and nature of the deliverables.

The Company uses the percentage-of-completion
method in accounting for other fixed-price
contracts. Use of the percentage-of-completion
method requires the Company to determine
the actual efforts or costs expended to date as
a proportion of the estimated total efforts or
costs to be incurred. Efforts or costs expended
have been used to measure progress towards
completion as there is a direct relationship
between input and productivity. The estimation
of total efforts or costs involves significant
judgement and is assessed throughout the period
of the contract to reflect any changes based on
the latest available information.

h Income taxes

Management judgement is required for the
calculation of provision for income taxes and
deferred tax assets and liabilities. The Company
reviews at each balance sheet date the carrying
amount of deferred tax assets. The factors used
in estimates may differ from actual outcomes
which could lead to significant adjustment to the
amounts reported in the financial statements.

i Leases

I ND AS 116 defines a lease term as the non¬
cancellable period for which the lessee has the
right-to-use an underlying asset including optional
periods, when an entity is reasonably certain to
exercise an option to extend (or not to terminate) a
lease. The Company considers all relevant facts and
circumstances that create an economic incentive for
the lessee to exercise the option when determining
the lease term. The option to extend the lease term is
included in the lease term, if it is reasonably certain
that the lessee would exercise the option. The
Company reassesses the option when significant
events or changes in circumstances occur that are
within the control of the lessee.

Notes:

i) Refer note 35 for the contractual capital commitments for purchase of property, plant and equipment.

ii) The title deeds of the immovable properties (other than properties where the Company is the lessee and the lease
agreements are duly executed in favour of the lessee) are held in the name of the Company and the Company
does not have any investment property.

iii) The Company has not revalued any of its property, plant and equipment during the current or previous year.

13. CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks. Cash
and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to
the related items in the balance sheet as follows:

Trade receivables represent the amount outstanding on sale of products and services which are considered as good by
the management. The Company believes that the carrying amount of allowance for expected credit loss with respect
to trade receivables is adequate.

Customer concentration

A single customer represents more than 10% of the Company''s total revenue for the year ended 31 March, 2026 (and
31 March, 2025, if applicable). Accordingly, the Company is exposed to customer concentration risk arising from
reliance on this customer. Management continues to monitor this exposure and has indicated plans to expand and
diversify the customer base across locations, which is expected to mitigate the concentration risk over time.

Impairment methodology

The Company has used a practical expedient by computing the expected credit loss allowance for receivables based
on a provision matrix . The provision matrix takes into account historical credit loss experience and is adjusted for
forward looking information. The expected credit loss allowance is based on the ageing of the days the receivables
are due and the rates as given in the provision matrix.

g) Equity shares movement during five years preceding the period 31 March, 2026:

i The Company has increased authorised capital from INR 3,00,00,000/- (Rupees thirty Million only) divided
into 30,00,000 (in words: three Million) equity shares of INR 10/- each to INR 150,00,00,000/- (Rupees one
thousand five hundred Million only) divided into 15,00,00,000 (in words: one hundred and fifty Million only)
equity shares of INR 10/- each vide board resolution dated 30 October, 2024 and shareholders resolutions
in the extra ordinary general meeting dated 31 October, 2024.

ii The board of directors at its meeting held on 30 October, 2024, pursuant to section 63 and other applicable
provisions, if any, of the companies act, 2013 and rules made thereunder, proposed that a sum of INR 984.43
Million be capitalized as bonus equity shares out of general reserves INR 138.68 Million, share premium
account INR 120.85 Million and retained earnings INR 724.91 Million, and distributed amongst the equity
shareholders by issue of 9,84,43,440 equity shares of INR 10/- each credited as fully paid to the equity
shareholders in the proportion of 60 (in words: sixty) equity share for every 1 (in words: one) equity share. It
has been approved in the meeting of shareholders held on 31 October, 2024. The board of directors of the
Company has allotted bonus equity shares to the shareholders of the Company in the board meeting held
on 02 December, 2024.

iii During the year ended 31 March, 2026, the Company completed its initial public offering and the equity shares
of the Company were listed on BSE and NSE on 26 November, 2025. The public issue aggregated to INR
5000 Million and comprised a fresh issue of 15 Million equity shares amounting to INR 1,800 Million and an
offer for sale of 26.7 Million equity shares amounting to INR 3,200 Million. Accordingly, the Company raised
INR 1,800 Million through the fresh issue of equity shares, and the proceeds from the offer for sale were
received by the selling shareholders. As disclosed in the offer documents, the net proceeds of the fresh issue
were proposed to be utilised towards capital expenditure for purchase of land and construction of a new
building at the Mysore property, upgradation of the existing Mysore facility, upgradation of the Company''s
IT infrastructure, and for general corporate purposes. As at 31 March, 2026, the Company had utilised the
IPO proceeds in accordance with the stated objects of the issue, and the balance, if any, remained in bank
deposits/current account pending deployment for the approved purposes.

vii Capital management

The Company''s capital management objective is to ensure adequate return to the shareholder by maintaining the
optimal capital structure. The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor
and market confidence and to sustain future development of the business. It sets the amount of capital required on
the basis of annual business and long-term operating plans which include capital and other strategic investments.

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

Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure
while avoiding excessive leverage. The Company manages the capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk characteristics of the underlying assets.

i Amounts payable to related parties is disclosed in note 44.

ii The information pertaining to liquidity risks related to trade payables is disclosed in note 43.

iii The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August,
2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its
customers the entrepreneurs memorandum number as allocated after filing of the memorandum. Accordingly,
the disclosure in respect of the amounts payable to such enterprises as at 31 March, 2026 has been made in
the financial statements based on information received and available with the Company. Further in view of the
management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro,
Small and Medium Enterprises Development Act, 2006 (''The MSMED Act'') is not expected to be material. The
Company has not received any claim for interest from any supplier.

Notes:

i Changes to employee benefits upon notification of labour codes

The Government of India notified the Code of Wages, 2019, The Industrial Relations Code, 2020, the
Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020,
collectively the "Labour Codes". These labour codes which have become effective from 21 November, 2025,
consolidate and rationalise the 29 labour laws and introduce , among other matters, a uniform definition of
""Wages"". Also the labour codes has notified certain employee benefits and eligibility conditions in respect
of those benefits. Accordingly, during the year, the Company has amended its policies relating to employee
benefits and modified its employee contracts to align such benefits with the requirement of labour codes.
The changes include:

a) Alignment of the definition of "Wages" for social security contributions/provisions;

b) Revisions to compensated absences entitlement and encashment rules; and

c) Modification to gratuity related terms and take effect on and from 21 November, 2025.

Past service cost resulting from the plan amendments amounting to INR 47.44 Million has been recognised
immediately in the statement of profit and loss and has been classified as part of "Exceptional items".

The higher current service cost and the net interest on the defined benefit liabilities, post the plan amendment,
has been charged to the Statement of Profit and Loss and has been classified as "Employee Benefits Expenses".

36. FAIR VALUE MEASUREMENTS

Fair value of Company''s financial assets and liabilities that are measured at fair value on a recurring basis.

The following guidance has been followed for classification and measurement of financial assets that are measured
at fair value:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity
instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including
bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period.

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

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included
in level 3.

41. DEFINED BENEFIT PLANS

Gratuity

The Company operates a post-employment defined benefit plan that provides gratuity. The gratuity plan entitles an
employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year
of completed service at the time of retirement or exit, subject to the applicable law. The Company''s gratuity obligation
is determined based on actuarial valuation using the projected unit credit method. Actuarial gains and losses are
recognised immediately in other comprehensive income, net of taxes. The Company accrues gratuity in accordance
with the Code of Social Security, 2020 framework applicable as at 31 March, 2026.

The Company provides for gratuity, a defined benefit retiring plan covering eligible employees. The gratuity plan provides
a lump sum payment to the vested employees at retirement, death, incapacitation or termination of employment based
on the respective employees salary and tenure of the employment with the Company.

Disclosures of defined benefit plans based on actuarial valuation reports

The present value of the defined benefit obligation, and the related current service cost and past service cost, were
measured using the projected unit credit method.

A. Financial risk management objectives

The entity''s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these
financial liabilities is to finance the entity''s operations to support its operations. The entity''s principal financial assets
include trade and other receivables, rental and bank deposits and cash and cash equivalents that are derived directly
from its operations.

The entity is exposed to market risk/credit and liquidity risks. The entity''s senior management oversee the management
of these risks. The board reviews their activities. No significant derivative activities have been undertaken so far.

B. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk, such
as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, FVTOCI
investments and derivative financial instruments.

The sensitivity analysis in the following sections relate to the positions as at 31 March, 2026.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post¬
retirement obligations; provisions; and the non-financial assets and liabilities of foreign operations.

The following assumption has been made in calculating sensitivity analysis:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is
based on the financial assets and financial liabilities held at 31 March, 2026 including the effect of hedge accounting.

C. Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily
to the some of the vendor payments and customer receivables.

Foreign currency sensitivity analysis

The following table details the Company''s sensitivity to a 10% increase and decrease in the and against the relevant
foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management
personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation
at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit or
equity where the INR strengthens 10% against the relevant currency. For a 10% weakening of the INR against the relevant
currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

D. Credit risk management

Credit risk represents the potential financial loss to the Company from counterparties failing to meet contractual
repayment obligations. Most of the Company''s revenue is received in cash or short-term equivalents through SaaS
subscriptions and edtech service contracts. Trade receivables primarily arise from corporate clients, educational
institutions, and government bodies in the education and training sectors.

The Company assesses new customers using an internal credit scoring model that evaluates payment history, financial
stability, and contract size before extending credit terms. Credit limits are set accordingly and reviewed annually, with
overdue balances monitored through automated ageing reports and collection escalation protocols. Given the stable
client base in regulated education sectors and strong cash collection practices, the Company''s credit risk exposure
on trade receivables remains low.

Refer note 17 for the credit risk exposure, ageing of trade receivable and impairment methodology for financial assets.

E. Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an
appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term
and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual
cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Company''s remaining contractual maturity for its non-derivative financial liabilities
with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest
and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from
interest rate curves at the end of the reporting period.

Notes:

a) Liabilities for post retirement benefits being gratuity and leave encashment are provided on actuarial basis for
the Company as a whole. The amount pertaining to key management personnel are not included above.

b) The Company has granted shares under various schemes to the eligible key management personnel. The amount
mentioned is the fair value of the grant (credited)/charged to statement of profit and loss.

45. EMPLOYEE STOCK OPTION PLAN

The Company has two ESOP schemes namely ESOS 2008 and Excelsoft ESOS 2023. These plans are administered
by the nomination and remuneration committee (NRC) and are in compliance with the applicable provisions of the
Companies Act, 2013, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other
relevant laws.

ESOS 2008 (the 2008 Plan):

The Company formulated employee stock option plan "ESOS 2008" in April 2009 which covers employees of the
Company including its wholly owned subsidiary. The scheme was approved by the board of directors of the Company
on 24 February, 2009 and administered by it. As per the scheme, based on the eligible criteria, as decided by the board
from time to time, employee shall be granted stock option entitling one equity share of INR 10/- for each option in the
Company''s equity share capital.

EXCELSOFT ESOS 2023 (the 2023 Plan):

The Company formulated employee stock option plan "EXCELSOFT ESOS 2023" in April 2023 which covers employees
of the Company including its wholly owned subsidiary. The scheme was approved by the board of directors of the
Company on 20 April, 2023 and administered by it. As per the scheme, based on the eligible criteria, as decided by
the board from time to time, employee shall be granted stock option entitling one equity share of INR 10/- for each
option in the Company''s equity share capital.

48. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013
are provided in note 10 to the standalone financial statements.

49. The Company publishes standalone financial statements along with the consolidated financial statements. In
accordance with IND AS 108, operating segments, the Company has disclosed the segment information in the
consolidated financial statements. Accordingly, the segment information is given in the consolidated financial
statements of the Company and its subsidiaries for the year ended 31 March, 2026.

50. ADDITIONAL REGULATORY DISCLOSURES AS PER SCHEDULE III OF COMPANIES
ACT, 2013

a) Benami transactions act: No proceedings are initiated or pending against the company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988.

b) Charge details: There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the
statutory period.

c) Borrowings from banks and financial institutions: The company has borrowed funds from banks
and/or financial institutions by providing current assets of the company as collateral security.
The company has used the borrowings from banks and/or financial institutions for the specific purpose for which
it was borrowed as at the balance sheet date.

d) Undisclosed income: The Company does not have any transactions that are not recorded in the books of
accounts that has been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961.

e) Revaluation of plant, property and equipment: The Company has no plant, property or equipment that has been
revalued during the current year.

f) Wilful defaulter: The Company has not been declared wilful defaulter by any banks, financial institutions or any
other lenders.

g) Relationship with struck off companies: The Company has no transactions with companies that have been struck
off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

h) Scheme of arrangement: There are no scheme of arrangements that have been approved by the competent
authority in terms of sections 230 to 237 (corporate restructuring) of the companies act, 2013.

i) Crypto currency or virtual currency: The Company has not transacted or traded or invested in crypto currency
or virtual currency during the current year.

j) Dues under MSMED Act: As at 31 March, 2026, there are no dues to micro and small enterprises more than 45
days. The information disclosure with regard to micro and small enterprises is based on information collected
by the management on enquiries made with the vendors which have been relied upon by the auditors.

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

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

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

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

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

(b) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries."

51. SUBSEQUENT EVENTS AFTER THE REPORTING PERIOD

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval
of the financial statements to determine the necessity for recognition and/or reporting of any of these events and
transactions in the financial statements. There are no subsequent events to be recognised or reported that are not
already disclosed.

52. THE FIGURES FOR THE CORRESPONDING PREVIOUS YEAR HAVE BEEN
REGROUPED/RECLASSIFIEDWHEREVERNECESSARY.TOMAKETHEMCOMPARABLE.53. APPROVAL OF FINANCIAL STATEMENTS

xii, Provisions

Provisions are recognized when the Company has a present obligation (legal or
constructive) as a result of a past event, it Is probable that an outflow uT economic benefits
WlH be required to settle the obligation and a reliable estimate can be made of the amount
of the obligation. The amount recognized as a provision is the best estimate of the
consideration required to settle the present obligation at the end of the reporting period,
considering the risks and uncertainties surrounding the obligation.

Provisions for onerous contracts are recognized when the expected benefits to be derived
by the Company from a contract are lower than the unavoidable costs of meeting the
future obligations under the contract. Provisions for onerous contracts are measured at
the present value of lower or the expected net cost of fulfilling the contract and the
expected cost of terminating the contract.

jelti. Income tax

Income tax comprises current and deferred tax. income tax expense is recognized in the
statement of profit and loss except to .the extenL IL relaLes Items directly recognized in
equity or in oLher comprehensive income

a. Current income tax

Current income tax for the current and prior periods are measured at the amount expected
to be recovered from or paid Lo the taxation authorities based on the taxable income for
Lho period. The tax rates and tax laws used to compute the current Lax srnuunts are those
that are enacted or substantively enacted as at the reporting date and applicable for the
period. While determining the tax provisions, the Company assesses whether each
uncertain tax position is to be considered separately or together with one or more
uncertain lax positions depending the nature and circumstances of oath uncertain tax
position. The Company offsets current tax assets and current tax liabilities, where IL has a
legally enforceable right tD set off the recognized amounts and where it intends either tD
settle gn a net basis, or to realize the asset and liability simultaneously.

b. Deferred income tax

Deferred income Lax rs recognized using the balance sheeL approach. Deferred income lax
assets and liabilities are recognized for deductible and Taxable temporary differentes
. arising between the tax base of assets and liabilities and their carrying amount in these

financial statements, except when the deferred income tax arises from the initial
recognition of goodwill or an asset or liability jfn a transaction that is not a business
combination and affects neither accounting nor taxable profits or loss at the time or the
transaction

Deferred income tax assets are recognized to the extent it Is probable that taxable profit
will be available against which the deductible temporary differences and the carry forward
of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities
are recognized for all taxable temporary differences except m respect of taxable temporary
differences associated with investments In subsidiaries, associates and foreign branches
where the timing of the reversal of the temporary difference can be controlled and it is
probable that the temporary difference will not reverse in the foreseeable future,

The Company offsets deferred Income lax assets and liabilities, where it has a legally
enforceable right Lo orrset current Lay asseLs against current tax liabilities, and they relate
to taxes levied by the same taxation authority on either Lhe same taxable entity, or on
different taxable entities where there is an Intention to settle the current tax liabilities and
assets on a net basis or their tax assets and liabilities Will be realised simultaneously.

xiv. Finance costs

finance costs comprise interest cost on borrowings and lease liabilities, gain or losses
arising on re-measurement of financial assets at FVTF’L, gains/ (losses) on translation or
settlement of foreign currency borrowings and changes In fair value and gains/ (losses)
on settlement of related derivative instruments. Borrowing costs that are not directly
attributable to a qualifying asseL are recognized in the staLenient oF profit and loss using
the effective interesL method.

xv. CP$h ffow statement

Cash Hows are reported using the indirect method, whereby profit for the period is adjusted
for the effects of transactions of a non-cash nature, any deferrals or accruals of past
operating cash receipts dt payments and item Df income or expenses associated with
investing or financing cash bows I he cash from operating, investing and financing
activities of the Company are segregated

b. Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally wiih regard
to dividends and share in the Company''s residual assets, I he equity shares are entitled to receive
dividend as declared from time to time, fhe voting rights of an equity shareholder are in proportion to
Its share of the paid-up equity capital of the Company. On winding up of the Company, the holders of
equity shares will de entitleo to receive the residual assets of the Company, remaining after distribution
of all pi Eferentiai amounts in proportion to the number of equity shares held.

g. Equity shares movement during five years preceding the period March 31, 2025

6) The Company has increased authorised capital from I NR 3,00,00,000/- {Rupees three trores only)
divided into 30,00,000 (in words: thirty lakhs) equity shares of INK L0/- each to LKR 150,00,00,000/-
(Rupees one hundred and fifty crores only} divided into 15,00,00,000 (in words: fifteen crores) equity
shares of INR 10/- each vide board resolution dated October 3D_r ZDZ4 and shareholders resolutions in
the extra ordinary general meeting daLed October 3 l, 2024.

b) l he board of directors at its meeting held on October 30, 2024. pursuant to section 63 and other
applicable provisions, it any, of the companies act, 2013 and rules made .hereunder, proposed that a
sum of INR 9,844,34/> lakhs- be capitalized as bonus equity shares our of general reserves INR
1,386.81./- lakhs, snare premium account INR 1,ZDS.45/- lakhs and stained earnings INR. 7,249.08/-
lakhs, and distributed amongst the Equity Shareholders by issue af 9,84,43,4-40 equity shares of INR
10/- each credited as fully paid .to the equity shareholders in ihe proportion of 60 (in words: sixty)
equity share for every 1 (In words: one) equity share. Jt has been approved in the meeting of
shareholders held on October 31, 2024 The board of directors of the Company has allotted bonus equity
shares to ihe shareholders of the Company in the board meeting held on December 02, 2G24.

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

c) Sensitivity analysis

Significant actuarial assumptions for tire determination of the defined benefit obligation are
discount rate, expected salary increase and employee turnover. The sensitivity analysis below, has
been determined based on possible effect of changes of an assumption occurring at end Of the
reporting period , while holding all other assumptions oonstant

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

Investment risk: The present value of the defined benefit plan liability Is calculated using a
discount rate which is determined by reference to market yields at the end of the reporting period
on government bonds.

Interest risk; A decrease in the bond interest rote will increase the plan liability, However, this will
be partially offset bv an increase in the return on the ptan assets.

Longevity risk; Tha present value of the defined benefit plan liability is calculated by reference to
the best estimate of the mortality of plan participants boLh during and after ttielr employment. An
increase m the life expectancy of the plan participants will increase the plan''s liability,

Salary risk: l he present value of the defined plan liability is calculatca bv reference to the future
salaries of plan participants. As such, an increase In the salary of the plan participants will increase
the plan''s liability.

~Noce: The Company Secretary, Mr Venkatesh D, was appointed on HI-Mar-2024, hence the
remuneration mentioned TNR 45.82/- lakhs is for the period DL-Apr-2024 to 31-Mar-2025 Hence,
payments made before the Company Secretary becoming Key Managerrai Personnel is not
disclosed,

* Mr Dhanenjaya Sudhanva was the common shareholder in Messier 4 Private Limited. Mr,
Dhananjaya Sudhanva''s holding in Messier 4 Private Limited was divested on November OH), 2024.
As there are no common share holders as on date of this report, Messier 4 Private Limited is nol a
related party. Therefore it is not considered as a Group cam party.

^Note: The Chief Financial Officer, Mr. Ravi Suljramamam, was appointed on 02-Der-2024, hence
the remuneration mentioned INR 31.53 lakhs Is for the period 03-iOt;c-2n?4 in 3J-Mar-2025,
Hence, payments made hefore the Chief Financial Officer becoming Key Managerial Personnel is not
disclosed.

Hole: The company has executed Corporate Guarantee on May 06, 2024 in favour nf Vlslra l lCL
[India) Limited on behalf of the holding company Pedanta lechnologies private imited rowards
oblaining Non-Cunvertihle Debentures iNR3,000.00 millions,

36 . Financial risk management objectives and policies

The entity''s principal financial liabilities comprise borrowings, trade ant) oilier payables. The mam
purpose of these financial liabilities Is to Finance the entity''s operations to support Its operations.
The entity''s prmcrpal Financial assets Inciude trade and other receivables, rental and bank deposits
and cash and cash equivalents that are derived directly from its operations.

I he entity is exposed to market risk/credit and liquidity risks. The entity''s senior management
oversee the management of these risks. The board reviews theft activities. No significant derivative
activities nave been undertaken so far

Market risk

Market risk is the risk that Lhe Fair value of future cash flows of a financial instrument will fluctuate
because of changes Irt market prices. Market risk comprises three types of risks: Interest rale risk,
currency risk and pltier price riskr such as equity price risk and commodity risk, Financial
instruments affected by market risk include deposits, FVTOCI investments and derivative financial
instruments.

The sensitivity analvsis in the following sections relate to the positions as at March 31, 2G25.

The analysis exclude the impact of movements in market variables on: the carrying values of
gratuity and other post-retirement obligations; provisions; and the non-financiai assets and
liabilities of foreign operations.

The following assumption has been made In calculating sensitivity analysis;

The sensitivity of the relevant profit or loss item is lhe effect of the assumed changes in respective
market risks. This is hased on the financial assets and financial liabilities held at March 31, 7025
including the effect of hedge accounl |ng.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash hows of an exposure Will fluctuate
because of changes in foreign exchange races, The company''s exposure to the risk of changes in
foreign exchange rates relates primarily l:o the some of the vendor payments and customei
receivables.

37 . Employee slock-option scheme
ESOS 2008 (the 20Q8 Plan):

The Company formulated employee stock option plan "ESOS ZOOS" fn April 2009 which covers
employees of the Company including its wholly owned subsidiary. The scheme was approved by the
hoard of directors of the Company on February 24, 2003 and administered by it. As per the
scheme, based on the eligible criteria, as decided by the board from lime to time, employee shall
he granted stock option entitling one equity share of TNR 10/-- for each option in the Company''s
equity share capital.

EJfCELSOFT ESOS 2023 (the 20Z3 Plan):

The Company formulated e>nployee stock option plan "EXCfcLSOFf E5GS 2023" in April 2023 which
covers employees or the Company including its wholly owned subsidiary, The scheme was approved
by the board of directors of the Company on April 20, 2023 and administered by i[. As per the
scheme, cased on the eligible criteria, as decided by the board from Lime Lo lime, employee shall
lie granted stock option entitling one equity share or II4R 10/- for each option In the Company''s
equity share capital.

ine options shall be granted in tranches vesliny over the period subject to time and performance
finked conditions at different exercised price to different tranches, the details of the scheme as
given be tow:

As at March 31, 2025, claims against the Company not acknowledged as debts in respect of income
Lax matters amounted to I NR 312.12 lakhs,

The claims aqamst the Company primarily represent demands arising on completion of
assessment proceedings under the Income-tax Act, 1961. These claims are on account of issues of
disallowance of Pad-debts, provision for bad-debts, PF/ESI disallowances, non-payment of GSl
under RCM, irregular claim of ITC, irregular availment of transitional credit: by wrongly availing
input tax credit on food bills. These matters are pending before various tax authorities and the
Management including its tax advisors expect that its position will likely bo upheld on ultimate
resolution and will not have a material adverse effect on the Company financial position and results
of operations.

fii] Deferred tax

Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets
and liabilities are recognised for deductible and taxable temporary differences arising between the
tax base of assets and liabilities and their carrying amount; except when the deferred income tax
arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and alTects neither accounting nor taxable profit or loss at the time of the
transaction

Deferred income Lax assets are recognised to the extent that it is probable that taxable profit wiM
be available against which the deductible temporary differences and the carry forward of unused
tax credits and unused tax losses can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced
to Lhe extent that it is no longer probable that suffieienl taxable profit will be available to allow all
or part of the deferred income tax asset to be Utilised.

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to
apply to taxable income in the years in which the temporary differences are expected to be
received or settled.

Deferred tax assets and liabilities are offset when they relate to income Laxes levied by the same
taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a
net basis.

Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in
India, to the extent it would be available faf set off against future current income tax liability
Accordingly, MAT is recognised as deferred ta.-. asset in the balance sheel when the asset can be
measured reliably and it is probable that the future economic benefit associated with the assel will
be realised.

41 AH ffgynes have been rounded-oft to lakhs except Herrings per sh^re. Previous year''s figures have
been re-graupcd/reclassified whenever necessary to confirm to the current year presentation.

42 - Events occurred after the Balance sheet date

The Company evaluated all events or transactions that occurred after March 31, 2025 up through
Jun il_r 2025, the. daLe I hie financial information were authorized foi issue by the Board or Directors.
Based on this evaluation, the Company is not aware of any events or transactions that would
require recognition or disclosure in the Financial information other than as below;

a) Subsequent to the reporting date, Freedom to Learn Limited, UK in which the company held 100%
equity interest, was struck off and dissolved on May 13, 2025 from the UK Companies House. The
impairment provisions Lowards investment for INR 0.02/¦ lakhs and towards loans and advances
given for INR 24.34/- lakhs was made m the books on nt 2022 23*

43 Other explanatory information

a} flenami transactions act: No proceedings are initialed or pending against the company for
holding any bcnami property under the Benami Transactions (Prohibition) Act, 1988.

b) Charge details: Theie are no changes or satisfaction yet to be registered with Registrar of
Companies beyond the siaLuLory period.

c| Borrowings from banks and financial Institutions: The company has borrowed funds From
hanks and/nr financial institutions by Di''ovidina current asseLs of the company as Collateral security

Fhe company has used the Dorrowings from hanks and/nr financial institutions for the specific
purpose for which it was borrowed as al. hie balance sheet date.

d) Undisclosed income: The Company docs not have any transactions that, are ntM recorded m
the books or accounts that has been surrendered or disclosed as income during the yenr In ihe tax
assessments under the income Tax Act, 1961*

el devaluation qf plant, property and equipment: The Company has no plant* property or
equipment that has hocn revalued during the current year.

F) Wilful defaulter; the Company nas not ueen dedared wilful defaulter by any banks, hnandal
institutions or any other lenders.

g) Relationship with struck off companies: I''he company has no transactions with companies that
have been struck off under section 248 of rhe Companies Act, 2013 or section 360 ot Companies
Act, 1956.

h) Scheme af arrangement: ''here are no scheme or'' arranyemenLs; l.hal have been approved by the
competent authority In terms of sections 230 to 237 (our no rate restructuring) of the companies act,

/ 2013 ''

i) Crypto currency or virtual currency: The Company has not transacted or traded or Invested Irl
crypto currency or Virtual currency during the current year.

j) Dues under HSMED Act: As at March 31, 2025,, there are no dues to micro and small enterprises
more than 46 days, The Information disclosure with regard to micro and small enterprises is based
on information collected by the management on enquiries made wirh the vendors which have been
relied upon by the auditors.

k) The Company have not advanced or loaned or invested funds to any other persori(s) hr entlty(le£)j
including foreign entities (Intermediaries) with the understanding that the intermediary shall''

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

(b) provide any guarantee, securtLy or the like la ur on behalf of Lhe ultimate beneficiaries,

l) The Company have not received anv fund from any pcrson(s) or entity (ies)j including foreign
entities (Funding Paity) with the understanding [whether recorded in writing or otherwise) Lhai Lhe
Company shallr

(a) directly or mdirectiy lend or invest in other persons or entities ioentified in any manner
whatsoever by or on behalf of trie Funding Party (Ultimate Beneficial ies) or

(b) provide any guarantee, security, or the Ilka on behalf of the ultimate beneficiaries.

This is the financial statements referred for and on behalf of the Board

to ill my tejsort of even date /

/ --¹ ''^r - i

’¦ __ ii ¦ ¦ ( Dhananjaya Sudhanva Shruthi Sudhanva

Hamaswamy Vijayanand , . . Chairman end Managing Director Whole-time Director

Chartered Accountant - "A ¦ DIN. 0042364] DIN: 06426159

Membership No 2Q211S ¦ ___

s-- c

Ravi Subramaniam Venkatesh Dayananda

Place, Mysore Chief Financial Officer Company Secretary

?ate; U-Jun-2025 Membership No. F9904

xii. Provisions

Provisions are recognized when the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount
of the obligation. The amount recognized as a provision is the best estimate of the
consideration required to settle the present obligation at the end of the reporting period,
considering the risks and uncertainties surrounding the obligation.

Provisions for onerous contracts are recognized when the expected benefits to be derived
by the Company from a contract are lower than the unavoidable costs of meeting the
future obligations under the contract. Provisions for onerous contracts are measured at
the present value of lower of the expected net cost of fulfilling the contract and the
expected cost of terminating the contract.

xiii. Income tax

Income tax comprises current and deferred tax. Income tax expense is recognized in the
statement of profit and loss except to the extent it relates items directly recognized in
equity or in other comprehensive income.

a. Current income tax

Current income tax for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities based on the taxable income for
the period. The tax rates and tax laws used to compute the current tax amounts are those
that are enacted or substantively enacted as at the reporting date and applicable for the
period. While determining the tax provisions, the Company assesses whether each
uncertain tax position is to be considered separately or together with one or more
uncertain tax positions depending the nature and circumstances of each uncertain tax
position. The Company offsets current tax assets and current tax liabilities, where it has a
legally enforceable right to set off the recognized amounts and where it intends either to
settle on a net basis, or to realize the asset and liability simultaneously.

b. Deferred income tax

Deferred income tax is recognized using the balance sheet approach. Deferred income tax
assets and liabilities are recognized for deductible and taxable temporary differences
arising between the tax base of assets and liabilities and their carrying amount in these
financial statements, except when the deferred income tax arises from the initial
recognition of goodwill or an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profits or loss at the time of the
transaction.

Deferred income tax assets are recognized to the extent it is probable that taxable profit
will be available against which the deductible temporary differences and the carry forward
of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities
are recognized for all taxable temporary differences except in respect of taxable temporary
differences associated with investments in subsidiaries, associates and foreign branches
where the timing of the reversal of the temporary difference can be controlled and it is
probable that the temporary difference will not reverse in the foreseeable future.

The Company offsets deferred income tax assets and liabilities, where it has a legally
enforceable right to offset current tax assets against current tax liabilities, and they relate
to taxes levied by the same taxation authority on either the same taxable entity, or on
different taxable entities where there is an intention to settle the current tax liabilities and
assets on a net basis or their tax assets and liabilities will be realized simultaneously.

xiv. Finance costs

Finance costs comprise interest cost on borrowings and lease liabilities, gain or losses
arising on re-measurement of financial assets at FVTPL, gains/ (losses) on translation or
settlement of foreign currency borrowings and changes in fair value and gains/ (losses)
on settlement of related derivative instruments. Borrowing costs that are not directly
attributable to a qualifying asset are recognized in the statement of profit and loss using
the effective interest method.

xv. Cash flow statement

Cash flows are reported using the indirect method, whereby profit for the period is adjusted
for the effects of transactions of a non-cash nature, any deferrals or accruals of past
operating cash receipts or payments and item of income or expenses associated with
investing or financing cash flows. The cash from operating, investing and financing
activities of the Company are segregated.

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with
regard to dividends and share in the Company''s residual assets. The equity shares are entitled to
receive dividend as declared from time to time. The voting rights of an equity shareholder are in
proportion to its share of the paid-up equity capital of the Company. On winding up of the
Company, the holders of equity shares will be entitled to receive the residual assets of the
Company, remaining after distribution of all preferential amounts in proportion to the number of
equity shares held.

Investment risk: The present value of the defined benefit plan liability is calculated using a
discount rate which is determined by reference to market yields at the end of the reporting period
on government bonds.

Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this
will be partially offset by an increase in the return on the plan assets.

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

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

The entity''s principal financial liabilities comprise borrowings, trade and other payables. The main
purpose of these financial liabilities is to finance the entity''s operations to support its operations.
The entity''s principal financial assets include trade and other receivables, rental and bank
deposits and cash and cash equivalents that are derived directly from its operations.

The entity is exposed to market risk/credit and liquidity risks. The entity''s senior management
oversee the management of these risks. The board reviews their activities. No significant
derivative activities have been undertaken so far.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprises three types of risks: interest
rate risk, currency risk and other price risk, such as equity price risk and commodity risk.
Financial instruments affected by market risk include deposits, FVTOCI investments and
derivative financial instruments.

The sensitivity analysis in the following sections relate to the positions as at March 31, 2024 and
March 31, 2023.

The analysis exclude the impact of movements in market variables on: the carrying values of
gratuity and other post-retirement obligations; provisions; and the non-financial assets and
liabilities of foreign operations.

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in
respective market risks. This is based on the financial assets and financial liabilities held at March
31, 2024 and March 31, 2023 including the effect of hedge accounting.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will
fluctuate because of changes in foreign exchange rates. The company''s exposure to the risk of
changes in foreign exchange rates relates primarily to the some of the vendor payments and
customer receivables.

The foreign currency exposures that have not been hedged by any derivative instrument or
otherwise as on March 31, 2024 are as under:

36 . Employee stock-option scheme
ESOS 2008 (the 2008 Plan):

The Company formulated employee stock option plan "ESOS 2008" in April 2009 which covers
employees of the Company including its wholly owned subsidiary. The scheme was approved by
the board of directors of the Company on February 24, 2009 and administered by it. As per the
scheme, based on the eligible criteria, as decided by the board from time to time, employee shall
be granted stock option entitling one equity share of Rs 10 for each option in the Company''s
equity share capital.

EXCELSOFT ESOS 2023 (the 2023 Plan):

The Company formulated employee stock option plan "EXCELSOFT ESOS 2023" in April 2023
which covers employees of the Company including its wholly owned subsidiary. The scheme was
approved by the board of directors of the Company on April 20, 2023 and administered by it. As
per the scheme, based on the eligible criteria, as decided by the board from time to time,
employee shall be granted stock option entitling one equity share of Rs 10 for each option in the
Company''s equity share capital.

The options shall be granted in tranches vesting over the period subject to time and performance
linked conditions at different exercised price to different tranches. The details of the scheme as
given below:

(ii) Deferred tax

Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets
and liabilities are recognised for deductible and taxable temporary differences arising between
the tax base of assets and liabilities and their carrying amount, except when the deferred income
tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not
a business combination and affects neither accounting nor taxable profit or loss at the time of the
transaction.

Deferred income tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences and the carry forward of unused
tax credits and unused tax losses can be utilised.

The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred income tax asset to be utilised.

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to
apply to taxable income in the years in which the temporary differences are expected to be
received or settled.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same
taxation authority and the relevant entity intends to settle its current tax assets and liabilities on
a net basis.

Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in
India, to the extent it would be available for set off against future current income tax liability.
Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be
measured reliably and it is probable that the future economic benefit associated with the asset
will be realised.

41 . Other Explanatory Information

Benami transactions act: No proceedings are initiated or pending against the company for
'' holding any benami property under the Benami Transactions (Prohibition) Act, 1988.

Charge details: There are no charges or satisfaction yet to be registered with Registrar of
'' Companies beyond the statutory period.

Borrowings from banks and financial institutions: The company has borrowed funds from
banks and/or financial institutions by providing current assets of the company as collateral
^ security.

The company has used the borrowings from banks and/or financial institutions for the specific
purpose for which it was borrowed as at the balance sheet date.

Undisclosed income: The Company does not have any transactions that are not recorded in
d) the books of accounts that has been surrendered or disclosed as income during the year in the
tax assessments under the Income Tax Act, 1961.

Revaluation of plant, property and equipment: The Company has no plant, property or
* equipment that has been revalued during the current year.

Wilful defaulter: The Company has not been declared wilful defaulter by any banks, financial
'' institutions or any other lenders.

Relationship with struck off companies: The company has no transactions with companies

g) that have been struck off under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956.

Scheme of arrangement: There are no scheme of arrangements that have been approved by

h) the competent authority in terms of sections 230 to 237 (corporate restructuring) of the
companies act, 2013.

Crypto currency or virtual currency: The Company has not transacted or traded or invested in
crypto currency or virtual currency during the current year.

Dues under MSMED Act: As at 31st March 2024, there are no dues to micro and small
enterprises more than 45 days. The information disclosure with regard to micro and small
enterprises is based on information collected by the management on enquiries made with the
vendors which have been relied upon by the auditors.

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

'' (a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

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

’ (a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security, or the like on behalf of the Ultimate Beneficiaries.

This is the financial statements referred for and on behalf of the Board

to in my report of even date

D. Sudhanva

Ramaswamy Vijayanand Managing Director

Chartered Accountant DIN: 00423641

Membership No 202118

Shruthi Sudhanva

Place: Mysore Director

Date: 29-Jul-2024 DIN: 06426159