అకౌంట్స్ గమనికలుMITCON Consultancy & Engineering Services Ltd.

Mar 31, 2025

h. Provision and contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement
is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is
presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.

i. Cash flow statement

Cash flows are reported using the indirect method, whereby net profit/ (loss) before tax is adjusted for the effects of transactions of
a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular operating,
investing and financing activities of the Company are segregated. Cash and cash equivalents in the cash flow statement comprise
cash in hand and balance in bank in current accounts, deposit accounts.

j. Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the
reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or
directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable
tax regulations are subject to interpretation and establishes provisions where appropriate

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
"Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused
tax losses.

Deferred 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, except:

> When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.

> In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred 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 tax asset to be utilised. Unrecognised deferred tax
assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive
income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current
tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority Sales/ value added taxes paid
on acquisition of assets or on incurring expenses

Expenses and assets are recognised net of the amount of sales/ value added taxes paid, except:

When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid
is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

> When receivables and Payable s are stated with the amount of tax included

> The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or Payables
in the balance sheet

2) Other Accounting Policies

a. Business combinations

Business combinations are accounted for using the acquisition method. At the acquisition date, identifiable assets acquired and
liabilities assumed are measured at fair value. For this purpose, the liabilities assumed include contingent liabilities representing
present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources
embodying economic benefits is not probable. The consideration transferred is measured at fair value at acquisition date and
includes the fair value of any contingent consideration. Contingent consideration (earn out) is remeasured at fair value at each
reporting date and changes in the fair value of the contingent consideration are recognised in the Statement of Profit and Loss.
However, deferred tax asset or liability and any liability or asset relating to employee benefit arrangements arising from a business
combination are measured and recognised in accordance with the requirements of Ind AS 12, Income Taxes and Ind AS 19,
Employee Benefits, respectively.

Where the consideration transferred exceeds the fair value of the net identifiable assets acquired and liabilities assumed, the excess
is recorded as goodwill. Alternatively, in case of a bargain purchase wherein the consideration transferred is lower than the fair value
of the net identifiable assets acquired and liabilities assumed, the Company after assessing fair value of all identified assets and
liabilities, record the difference as a gain in other comprehensive income and accumulate the gain in equity as capital reserve. The
costs of acquisition excluding those relating to issue of equity or debt securities are charged to the Statement of Profit and Loss in
the period in which they are incurred.

In case of business combinations involving entities under common control, the above policy does not apply. Business combinations
involving entities under common control are accounted for using the pooling of interest’s method. The net assets of the transferor
entity or business are accounted at their carrying amounts on the date of the acquisition subject to necessary adjustments required
to harmonies accounting policies. Any excess or shortfall of the consideration paid over the share capital of transferor entity or
business is recognised as capital reserve under equity.

b. Government grants and subsidies

Government grants in the nature of promoters’ contribution are credited to Capital Grants under Reserves and Surplus and treated
as a part of shareholders’ funds. Utilisation thereof is as per covenants of grants received.

Such grants are reduced to the extent of utilisation thereof and depreciation charged and loss on sale or discard of fixed assets
purchased there from Balance remaining in the Grant after completion of its intended purpose, is transferred to General Reserve.
(Grant repayable on Demand shown as current liability)

c. Impairment

Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested for impairment annually
and whenever there is an indication that the asset may be impaired. Assets that are subject to depreciation and amortization and
assets representing investments in subsidiary and associate companies are reviewed for impairment, whenever events or changes
in circumstances indicate that carrying amount may not be recoverable. Such circumstances include, though are not limited to,
significant or sustained decline in revenues or earnings and material adverse changes in the economic environment.

An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit (CGU) exceeds its
recoverable amount. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market rates and the risk specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable
amount is determined for the CGU to which the asset belongs. Fair value less cost to sell is the best estimate of the amount obtainable
from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal.

Impairment losses, if any, are recognized in the Statement of Profit and Loss and included in depreciation and amortization expense.
Impairment losses are reversed in the Statement of Profit and Loss only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined if no impairment loss had previously been recognized.

d. Research and development costs

Research costs are expense as incurred. Development expenditures on an individual project are recognised as an intangible asset
when the Company can demonstrate- - The technical feasibility of completing the intangible asset so that the asset will be available
for use or sale

- Its intention to complete and its ability and intention to use or sell the asset

- How the asset will generate future economic benefits

- The availability of resources to complete the asset

- The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated
amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is
available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the statement of
profit and loss unless such expenditure forms part of carrying value of another asset. The cost of software internally generated
/acquired for internal use which is not an integral part of the related hardware, is recognized as an intangible asset. Intangible assets
are amortized over a period of not exceeding five years, on straight line method. Amortization commences when the assets is
available for use.

e. Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use.
Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less
costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate
valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded
companies or other available fair value indicators.

The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for
each of the Company’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover
a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the
fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company
extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing
rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries,
or country or countries in which the entity operates, or for the market in which the asset is used.

Impairment losses of continuing operations are recognised in the statement of profit and loss

For assets, an assessment is made at each reporting date to determine whether there is an indication that previously recognised
impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s
recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used
to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the
carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised
in the statement of profit or loss.

f. Foreign currency transaction

The Company''s financial statements are presented in INR which is the Company''s presentation currency and functional currency of
the company.

1. Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the foreign currency amount the
exchange rate between the functional currency and the foreign currency at the date of the transaction.

2. Conversion

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of
exchange at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign
currency, are reported using the exchange rate at the date of the transaction. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising
on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the
change in fair value of the item.(i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit
or loss, respectively).

g. Fair value measurement

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair
value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

>In the principal market for the asset or liability, or

>In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is
measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by
using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and
best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

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

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. This note summarises
accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

Disclosures for valuation methods, significant estimates and assumptions (note 50)

Contingent consideration (note 39)

Financial instruments (including those carried at amortised cost) (note 50)

h. Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration

Company as a lessee

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use
by the Company. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the
contract to the lease and non-lease components based on their relative stand-alone prices.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:

> Fixed payments (including in-substance fixed payments), less any lease incentives receivable

> Variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the
commencement date

> Amounts expected to be payable by the Company under residual value guarantees

> The exercise price of a purchase option if the Company is reasonably certain to exercise that option, and payments of
penalties for terminating the lease, if the lease term reflects the Company exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The
lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is
generally the case for leases in the Company, the lessee’s incremental borrowing rate is used, being the rate that the individual
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Company uses a build-up approach that starts with a risk-free interest rate
adjusted for credit risk for leases held by the Company, which does not have recent third party financing and makes adjustments
specific to the lease, e.g. term, country, currency and security.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period
to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Variable lease payments
that depend on sales are recognized in profit or loss in the period in which the condition that triggers those payments occurs.

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. The Company recognises the amount of the re-measurement
of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the
nature of modification.

"Right-of-use assets are measured at cost comprising the following:

a) the amount of the initial measurement of lease liability

b) any lease payments made at or before the commencement date less any lease incentives received

c) any initial direct costs, and

d) restoration costs.

The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any
and adjusted for any remeasurement of the lease liability. Right-of-use assets are generally depreciated over the shorter of the
asset''s useful life and the lease term on a straight-line basis. The estimated useful lives of right-of-use assets are determined on the
same basis as those of property, plant and equipment. If the Company is reasonably certain to exercise a purchase option, the
right-of-use asset is depreciated over the underlying asset’s useful life. 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.

Payments associated with short-term leases of equipment and all leases of low-value assets are recognized on a straight-line basis
as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

i. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are
expense in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.

j. Cash and cash equivalents

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

For the purpose of the financial statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as
defined above, net of outstanding bank overdrafts (if any) as they are considered an integral part of the Company’s cash
management.

k. Earnings per share (''EPS'')

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of the company (after deducting
preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly
paid up equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends
relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during
the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split
(consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of
the company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive
potential equity shares.

l. Share Based Payments

Equity settled share-based payments to employees and other providing similar services are measured at fair value of the equity
instruments at grant date.

The fair value determined at the grant date of the equity-settled share-based payment is expense on a straight-line basis over the
vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in
equity. At the end of each reporting period, the Company revises its estimates of the number of equity instruments expected to vest.
The impact of the revision of the original estimates, if any is, recongised in Statement of Profit and Loss such that the cumulative
expenses reflects the revised estimate, with a corresponding adjustment to the shared option outstanding account.

No expense is recognised for options that do not ultimately vest because non market performance and/or service conditions have
not been met.

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

m. Inventories

i. Raw materials, components, stores and spares are valued at lower of cost and net realizable value. However, materials and
other items held for use in the production of inventories are not written down below cost if the finished products in which
they will be incorporated are expected to be sold at or above cost. Cost of raw materials, components and stores and spares
is determined on First In First Out (FIFO) Basis.

ii. Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and
labour and a proportion of manufacturing overheads based on normal/actual operating capacity as per the Indian Accounting
standard 2.

iii. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
estimated costs necessary to make the sale.

n. Non-current Assets held for sale

The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale
rather than through continuing use of the assets and actions required to complete such sale indicate that it is unlikely that significant
changes to the plan to sell will be made or that the decision to sell will be withdrawn. Also, such assets are classified as held for sale
only if the management expects to complete the sale within one year from the date of classification.

Non-current assets classified as held for sale are measured at the lower of their carrying amount and the fair value less cost to sell.

o. Current versus non-current classification

The Company presents its assets and liabilities in the Balance Sheet based on current / non- current classification. An asset is
treated as current when it is:

a) expected to be realised or intended to be sold or consumed in normal operating cycle;

b) held primarily for the purpose of trading;

c) expected to be realised within twelve months after the reporting period; or

d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.

All other assets are classified as non-current. A liability is current when:

a) it is expected to be settled in normal operating cycle;

b) it is held primarily for the purpose of trading;

c) it is due to be settled within twelve months after the reporting period; or

d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
The Company has identified twelve months as its operating cycle.

p. Cash dividend

The Company recognises a liability to make cash or non-cash distributions to equity holders when the distribution is authorised and
the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it
is approved by the shareholders. A corresponding amount is recognised directly in equity

q. Contingent Liabilities

Disclosure of contingent liability is made 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 or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying
economic benefits will be required to settle or a reliable estimate of amount cannot be made.

a) Risk Exposure

Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below:

i. Discount rate risk: Variations in the discount rate used to compute the present value of the liabilities may see small, but in
practise can have a significant impact on the defined benefit liabilities.

ii. Future salary escalation and inflation risk: Since price inflation and salary growth are linked economically, they are combined
for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present
value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in
estimating this increasing risk.

iii. Asset-Liability mismatch risk: Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By
matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by
interest rate movements.

b) Funding policy:

There is no compulsion on the part of the Company to prefund the liability of the Plan. The Company’s philosophy is to fund these benefits
based on its own liquidity and the level of underfunding of the plan.

c) Compensated Absence

The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the
unutilised compensated absences and utilise it in future periods to receive cash in lieu thereof as per company policy. The company records
an obligation for compensated absences in the period in which the employee renders the service that increases this entitlement. The total
liability recorded by the company towards this benefit as at 31st March, 2025 is INR 81.57 Lakhs (31st March, 2024: INR 83.35 Lakhs;

d. Other Information
Nature of leasing activity

The Company has leases for Office Spaces. Certain lease contracts provide for payments to increase each year by inflation or and in others to
be reset periodically to market rental rates. While other lease contracts comprise only fixed payments over the lease terms.

Extension and termination options

The use of extension and termination options gives the Company added flexibility in the event it has identified more suitable premises in terms
of cost and/or location or determined that it is advantageous to remain in a location beyond the original lease term. An option is only exercised
when consistent with the Company’s regional markets strategy and the economic benefits of exercising the option exceeds the expected overall
cost. Existing lease agreement do not have any extension option.

II) Where the Company is a lessor:

a. Finance Lease

Company does not have any finance lease arrangement.

b. Operating Lease

Operating leases, in which the Company is the lessor, mainly relate to Office premises with lease term ranging from 01 to 16 years.

51. Financial instruments risk management objectives and policies

The Company’s principal financial liabilities comprise of borrowings, trade and other Payables. The main purpose of these financial liabilities is
to finance the company’s operations. The company’s principal financial assets include trade and other receivables, investments and cash and
cash equivalents that it derives directly from its operations.

The Company’s activities expose it to market risk including currency risk, interest rate risk and other price risk), credit risk, and liquidity risk.
Company’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its
financial performance. The Company may use derivatives for hedging purposes. However, derivatives are not used for trading or as speculative
instruments.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process
of market risk management. The treasury department recommends risk management objectives and policies, which are approved by senior
management and the Audit and Risk Management Committee. The activities of this department include management of cash resources,
implementing hedging strategies for foreign currency exposures, borrowing strategies and ensuring compliance with market risk limits and
policies.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.
a. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument.
The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices,
equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial
instruments including investments and deposits, foreign currency receivables, Payables and borrowings.

i. Foreign exchange rate:

The company is exposed to foreign exchange risk mainly through its capital purchases from overseas suppliers in various foreign currencies.

The company evaluates exchange rate exposure arising from foreign currency transactions and the company follows established risk
management policies, including when required, use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency
risk, where the economic conditions match the company’s policy.

A hypothetical 50 basis point shift in MIBOR on the unhedged loans would result in a corresponding increase/decrease in interest cost for the
Company on a yearly basis as follows:

* Holding all other variables constant

b. Credit Risk:

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to
a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing/investing
activities, including deposits with banks, mutual fund investments, foreign exchange transactions and financial guarantees. The Company has
no significant concentration of credit risk with any counterparty.

Trade receivables

Majority of the Company’s transactions are earned in cash or cash equivalents. The Trade Receivables comprise mainly of receivables from
Insurance Companies, Corporate customers, Public Sector Undertakings, State/Central Governments. The Insurance Companies are required
to maintain minimum reserve levels and the Corporate Customers are enterprises with high credit ratings. Accordingly, the Company’s
exposure to credit risk in relation to trade receivables is considered low. Before accepting any new credit customer, the Company uses an
internal credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer. Limits and scoring
attributed to customers are reviewed annually. The outstanding with the debtors is reviewed periodically.

Total Trade receivable as on 31st March, 2025 is INR 2,417.74 Lakhs (31st March, 2024- INR 1,959.64 Lakhs).

The Company has a large customer base and thus has no concentration of credit risks on a single customer.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate
the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves
higher risk.

As per policy receivables are classified into two buckets based on the overdue period of more than one year & less than one year. Total
Balance outstanding for more than one year is INR 470.67 lakhs and provision taken against same is INR 17.67 lakhs. Company expects to
recover the differential amount as per their communication with customers.

MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED
CIN No. L74140PN1982PLC026933

Notes to the financial statements for the Year ended 31st March, 2025

(All amounts in INR lakhs, unless otherwise stated)

Corporate / Financial Guarantees

The Company has given corporate guarantees as on 31st March, 2025 amounting to INR 11,266.00 lakhs (31st March, 2024 INR 10,914.00
lakhs) and finance guarantee as on 31st March, 2025 of INR 145.19 lakhs (31st March, 2024 INR 145.19 lakhs) in favour of its Subsidiaries.

iii. Liquidity risk management:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent
liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit
facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, company
maintains flexibility in funding by maintaining availability under committed credit Liens.

Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and
cash equivalents on the basis of expected cash flows. This is carried out in accordance with practice and limits set by the Company. In addition,
the company’s liquidity management policy involves projecting cash flows and conside ring the level of liquid assets necessary to meet
these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

52. Capital management

The capital management objective of the Company is to (a) maximise shareholder value and provide benefits to other stakeholder and (b) maintain
an optimal capital structure to reduce the cost of capital.

For the purposes of the Company''s capital management, capital includes issued equity share capital, share premium and all other equity.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital using debt-equity ratio, which is total debt less
liquid investments and bank deposits divided by total equity.

Note -

1. Profit for the year FY 2024-25 INR 533.64 Lakhs (Previous year FY 2023-24 INR 758.44 Lakhs) & Average total equity in FY 2024-25 INR
12,423.86 Lakhs (Previous year FY 2023-24 INR 11,388.26 Lakhs). Decrease in ROE is due to decrease in profit for the FY 2024-25.

2. Sales for the year FY 2024-25 INR 5,119.62 Lakhs (Previous year FY 2023-24 INR 7,005.45 Lakhs) & Average trade receivable in FY
2024-25 INR 2,188.69 Lakhs (Previous year FY 2023-24 INR 1,803.91 Lakhs). Decrease in trade receivable turnover ratio is due to
decrease in sales during the FY 2024-25.

3. Cost of purchase and other expenses for the year FY 2024-25 INR 2,281.55 Lakhs (Previous year FY 2023-24 INR 4,233.98 Lakhs) &
Average trade payable in FY 2024-25 INR 801.37 Lakhs (Previous year FY 2023-24 INR 800.12 Lakhs). Decrease in trade payable turnover
ratio is due to decrease in cost of purchase and other expenses during the FY 2024-25.

4. Income generated from invested fund in the year FY 2024-25 INR 167.34 Lakhs (Previous year FY 2023-24 INR 129.01 Lakhs) & Average
invested fund in FY 2024-25 INR 8,289.88 Lakhs (Previous year FY 2023-24 INR 8,118.94 Lakhs). Increase in return on investment ratio
is due to increase in income generated from invested fund during the FY 2024-25.

5. Cost of goods sold for the year FY 2024-25 INR 434.01 Lakhs (Previous year FY 2023-24 INR 2,456.94 Lakhs) & Average inventory in FY
2024-25 INR 98.54 Lakhs (Previous year FY 2023-24 INR 64.70 Lakhs). Decrease in inventory turnover ratio is due to decrease in cost of
goods sold and increase in average inventory during the FY 2024-25.

56. Employee Share Based Payment Plans

During the year ended 31st March, 2022, the Company approved MITCON’s Employee Stock Option Plan 2021 ("ESOP 2021 / Plan"). The plan
was approved by the Nomination and Remuneration Committee in its meeting held on 22nd September 2021 for grant and allot from time to
time, in one or more tranches, not exceeding 670,000 (Six Lakhs Seventy Thousand Only) options under the ESOP 2021, to or to the benefit of
such person(s) who are in the permanent employment of the Company and its Subsidiary Company/ies working in India, and to the Directors of
the Company, whether whole-time or not, and its Subsidiary Company(ies) and to such other persons, other than Directors holding directly or
indirectly more than 10% of the outstanding Equity Shares of the Company, on a pre-determined date in MITCON Group, convertible into not
more than 670,000 (Six Lakhs Seventy Thousand Only) fully paid-up Equity Shares in the Company in aggregate of face value of INR 10/- each,
at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the
provisions of the ESOP 2021 and in due compliance with the applicable laws and regulations. The Options granted under ESOP 2021 would vest
not earlier than one year and not later than five years from the date of grant of such Options.

Further the plan was approved by the members vide Postal Ballot Notice dated 31st October 2021. Company has received in-principle approval
for listing of Shares to be issued under the ESOP 2021 on 20th April, 2022 from National Stock Exchange of India.

During FY 2022-23, the Nomination and Remuneration Committee in its meeting held on 26th May 2022 approved to grant stock options to
168 employees (“Option Grantees”) at an Exercise Price of INR 87.20, exercisable into equal number of Equity Shares of the Company of face
value of INR 10/- (Rupees Ten) each fully paid-up on payment of the requisite exercise price to the Company on such terms and conditions of
the ESOP scheme.

Applicable Disclosures in connection with the ESOP 2021 as per SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62 of
the Companies Act, 2013 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are hosted on the website of the
Company and can be viewed at https://www.mitconindia.com/investors/

Further as on 31st March, 2024, since the options were partially exercised so relevant disclosures in terms of accounting standards as applicable
are given in Note 16(d)

Further as on 31st March, 2025, since the options were partially exercised so relevant disclosures in terms of accounting standards as applicable
are given in Note 16(d)

During the year ended as on 31st March 2025, Pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations 2021, Companies Act 2013 and “MITCON’s Employee Stock Option Plan 2021” (‘ESOP 2021’).

The Company granted 1,78,250 stock options on 7th November 2024 at an exercise price of INR 87.20 per stock option to the Employees of the
Company and its Subsidiary Company/ies under ESOP 2021. Options granted under ESOP 2021 would vest not earlier than one year and not
later than five years from the date of grant of such Options. The Exercise Period shall be five years from the date of grant of Options.

57. Note on Partly Paid up Right issue

During the year ended 31st March 2025, the Company issued equity shares by way of a rights issue to the eligible equity shareholders of the
Company, for an amount aggregating to INR 3,223.40 Lakhs, in accordance with the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations 2018, as amended and other applicable laws including circulars issued by SEBI from time to time
("Rights Issue"). In relation to the aforesaid Rights Issue, the Board, at its meeting held on August 02, 2024, inter alia considered and approved
the allotment of 42,41,321 Partly paid up Equity Shares at a price of INR 76/- per Equity Share (including a premium of INR 66/- per Equity Share)
("Allotment") wherein as an application money, the applicants were required to pay INR 19/- per Equity Share (face value of INR 2.5/- and premium
of INR 16.50/-) and accordingly company received application amount of INR 805.85 lakhs. Correspondingly there is increase in paid up Share
Capital by INR106.03 Lacs and Securities Premium by INR 699.82/ Lacs respectively.

The Right issue proceeds received during the year have been fully utilised for INR 805.85 lakhs as at 31st March 2025, there is no deviation in
the use of proceeds from the object stated in the offer document.

58. During the year ended 31st March 2025, a wholly owned subsidiary company namely MITCON Sun Power Ltd has incorporated MSPL Unit
6 Ltd on 31st August, 2024 and MSPL Unit 7 Ltd on 10th September, 2024 with paid up equity capital of INR 1,00,000/- each as its wholly owned
subsidiary company.

59. New project acquisition

During the year ended 31st March, 2025, MITCON Consultancy & Engineering Services Limited (Investee Company), in its Audit Committee
Meeting and Board Meeting held on March 26, 2025, has accorded their approval to acquire 49% stake in MINVEN Group SPVs viz. MINVEN
Solar 01 Private Limited, MINVEN Solar 02 Private Limited and MINVEN Solar 03 Private Limited (‘Target Entities’) formed for implementing an
aggregate of 45 MW Solar Power Project under the Mukhyamantri Saur Krushi Vahini Yojana 2.0 - Scheme launched for implementation of feeder
level solarisation under component C of PM-KUSUM (Pradhan Mantri Kisan Urja Suraksha evam Utthan Mahabhiyan) Scheme in Maharashtra.

60. Additional Regulatory Information Required by Schedule III to The Companies Act, 2013

i. The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the
Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988(45 of 1988) and Rules made thereunder

ii. The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government
authority.

iii. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies
Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017

iv. Utilisation of borrowed funds and share premium

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

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

b. Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

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

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

v. There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as
search or survey), that has not been recorded in the books of account.

vi. The Company has not traded or invested in crypto currency or virtual currency during the year.

vii. The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the
statutory period

viii. The Company does not have any transactions with struck off companies.

61. The Trade Receivables, Trade Payables and Loans are subject to balance confirmations and reconciliations.

62. None of the directors are disqualified under section 164 of the companies Act 2013 to be appointed as Director.

63. Previous year figure have been regrouped / reclassified / rearranged / restated wherever necessary to confirm with current year''s
classification / disclosure.

As per our attached report of even date For and on behalf of Board of Directors of

MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED

For J Singh & Associates

Chartered Accountants Sd/- Sd/-

Firm''s Registration No: (110266W) Ajay A Agarwal Anand Chalwade

Director Managing Director

DIN No.00200167 DIN No. 02008372

Sd/-

CA Viswanathan V Sd/- Sd/-

(Partner) Ram Mapari Ankita Agarwal

Membership No.: (200369) Chief Financial Officer Company Secretary

Place: Pune PAN:AAXPM5902E Membership No. A49634

Date : 20th May 2025 Place: Pune Place: Pune

UDIN: 25200369BMJJNC9319 Date: 20th May 2025 Date : 20th May 2025

---

Mar 31, 2024

h. Provision and contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

i. Cash flow statement

Cash flows are reported using the indirect method, whereby net profit/ (loss) before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular operating, investing and financing activities of the Company are segregated. Cash and cash equivalents in the cash flow statement comprise cash in hand and balance in bank in current accounts, deposit accounts.

j. Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

"Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses.

Deferred 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, except:

> When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

> In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred 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 tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority Sales/ value added taxes paid on acquisition of assets or on incurring expenses

Expenses and assets are recognised net of the amount of sales/ value added taxes paid, except:

When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

> When receivables and Payable s are stated with the amount of tax included

> The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or Payable s in the balance sheet

2) Other Accounting Policies

a. Business combinations

Business combinations are accounted for using the acquisition method. At the acquisition date, identifiable assets acquired and liabilities assumed are measured at fair value. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. The consideration transferred is measured at fair value at acquisition date and includes the fair value of any contingent consideration. Contingent consideration (earn out) is remeasured at fair value at each reporting date and changes in the fair value of the contingent consideration are recognised in the Statement of Profit and Loss. However, deferred tax asset or liability and any liability or asset relating to employee benefit arrangements arising from a business combination are measured and recognised in accordance with the requirements of Ind AS 12, Income Taxes and Ind AS 19, Employee Benefits, respectively.

Where the consideration transferred exceeds the fair value of the net identifiable assets acquired and liabilities assumed, the excess is recorded as goodwill. Alternatively, in case of a bargain purchase wherein the consideration transferred is lower than the fair value of the net identifiable assets acquired and liabilities assumed, the Company after assessing fair value of all identified assets and liabilities, record the difference as a gain in other comprehensive income and accumulate the gain in equity as capital reserve. The costs of acquisition excluding those relating to issue of equity or debt securities are charged to the Statement of Profit and Loss in the period in which they are incurred.

In case of business combinations involving entities under common control, the above policy does not apply. Business combinations involving entities under common control are accounted for using the pooling of interest''s method. The net assets of the transferor entity or business are accounted at their carrying amounts on the date of the acquisition subject to necessary adjustments required to harmonies accounting policies. Any excess or shortfall of the consideration paid over the share capital of transferor entity or business is recognised as capital reserve under equity.

b. Government grants and subsidies

Government grants in the nature of promoters'' contribution are credited to Capital Grants under Reserves and Surplus and treated as a part of shareholders'' funds. Utilisation thereof is as per covenants of grants received.

Such grants are reduced to the extent of utilisation thereof and depreciation charged and loss on sale or discard of fixed assets purchased there from Balance remaining in the Grant after completion of its intended purpose, is transferred to General Reserve. (Grant repayable on Demand shown as current liability)

c. Impairment

Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested for impairment annually and whenever there is an indication that the asset may be impaired. Assets that are subject to depreciation and amortization and assets representing investments in subsidiary and associate companies are reviewed for impairment, whenever events or changes in circumstances indicate that carrying amount may not be recoverable. Such circumstances include, though are not limited to, significant or sustained decline in revenues or earnings and material adverse changes in the economic environment.

An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit (CGU) exceeds its recoverable amount. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market rates and the risk specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs. Fair value less cost to sell is the best estimate of the amount obtainable from the sale of an asset in an arm''s length transaction between knowledgeable, willing parties, less the cost of disposal.

Impairment losses, if any, are recognized in the Statement of Profit and Loss and included in depreciation and amortization expense. Impairment losses are reversed in the Statement of Profit and Loss only to the extent that the asset''s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognized.

d. Research and development cost

Research costs are expense as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Company can demonstrate- - The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

- Its intention to complete and its ability and intention to use or sell the asset

- How the asset will generate future economic benefits

- The availability of resources to complete the asset

- The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset. The cost of software internally generated /acquired for internal use which is not an integral part of the related hardware, is recognized as an intangible asset. Intangible assets are amortized over a period of not exceeding five years, on straight line method. Amortization commences when the assets is available for use.

e. Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or cash-generating unit''s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company''s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

Impairment losses of continuing operations are recognised in the statement of profit and loss For assets, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset''s or CGU''s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset''s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss.

f. Foreign currency transaction

The Company''s financial statements are presented in INR which is the Company''s presentation currency and functional currency of the company.

1. Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction.

2. Conversion

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item. (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss, respectively).

g. Fair value measurement

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

> In the principal market for the asset or liability, or

> In the absence of a principal market, in the most advantageous market for the asset or liability

> The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

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

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. This note summaries accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

Disclosures for valuation methods, significant estimates and assumptions (note 50)

Contingent consideration (note 40)

Financial instruments (including those carried at amortised cost) (note 51)

h. Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration

Company as a lessee

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

> Fixed payments (including in-substance fixed payments), less any lease incentives receivable

> Variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date

> Amounts expected to be payable by the Company under residual value guarantees

> The exercise price of a purchase option if the Company is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee''s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Company uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Company, which does not have recent third party financing and makes adjustments specific to the lease, e.g. term, country, currency and security.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Variable lease payments that depend on sales are recognized in profit or loss in the period in which the condition that triggers those payments occurs.

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. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification.

"Right-of-use assets are measured at cost comprising the following:

a) the amount of the initial measurement of lease liability

b) any lease payments made at or before the commencement date less any lease incentives received

c) any initial direct costs, and

d) restoration costs.

The right-of-use asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. Right-of-use assets are generally depreciated over the shorter of the asset''s useful life and the lease term on a straight-line basis. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset''s useful life. 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.

Payments associated with short-term leases of equipment and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

i. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expense in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

j. Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the financial statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts (if any) as they are considered an integral part of the Company''s cash management.

k. Earnings per shares (''EPS'')

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of the company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

l. Share based payments

Equity settled share-based payments to employees and other providing similar services are measured at fair value of the equity instruments at grant date.

The fair value determined at the grant date of the equity-settled share-based payment is expense on a straight-line basis over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimates of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any is, recognized in Statement of Profit and Loss such that the cumulative expenses reflects the revised estimate, with a corresponding adjustment to the shared option outstanding account.

No expense is recognised for options that do not ultimately vest because non market performance and/or service conditions have not been met. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share

m. Inventories

i. Raw materials, components, stores and spares are valued at lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost of raw materials, components and stores and spares is determined on First In First Out (FIFO) Basis.

ii. Work-in-progress and finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal/actual operating capacity as per the Indian Accounting standard 2.

iii. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

n. Non-current assets held for sale

The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use of the assets and actions required to complete such sale indicate that it is unlikely that significant changes to the plan to sell will be made or that the decision to sell will be withdrawn. Also, such assets are classified as held for sale only if the management expects to complete the sale within one year from the date of classification.

Non-current assets classified as held for sale are measured at the lower of their carrying amount and the fair value less cost to sell.

o. Current versus non-current classification

The Company presents its assets and liabilities in the Balance Sheet based on current / non- current classification. An asset is treated as current when it is:

a. expected to be realized or intended to be sold or consumed in normal operating cycle;

b. held primarily for the purpose of trading;

c. expected to be realized within twelve months after the reporting period; or

d. cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current. A liability is current when:

a. it is expected to be settled in normal operating cycle;

b. it is held primarily for the purpose of trading;

c. it is due to be settled within twelve months after the reporting period; or

d. there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

p. Cash dividend

The Company recognises a liability to make cash or non-cash distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity

q. Contingent liabilities

Disclosure of contingent liability is made 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 or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of amount cannot be made.

II. Future salary escalation and inflation risk: Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

III. Asset-Liability mismatch risk: Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Funding policy:

There is no compulsion on the part of the Company to prefund the liability of the Plan. The Company''s philosophy is to fund these benefits based on its own liquidity and the level of underfunding of the plan.

c) Compensated Absence

The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the unutilized compensated absences and utilize it in future periods to receive cash in lieu thereof as per company policy. The company records an obligation for compensated absences in the period in which the employee renders the service that increases this entitlement. The total liability recorded by the company towards this benefit as at 31^st March, 2024 is INR 83.35 Lakhs (31^st March, 2023: INR 79.21 Lakhs;)

42. Disclosure pursuant to Indian Accounting Standard (Ind AS) 108 "Operating Segment"

"Based on the guiding principle given in the Indian Accounting Standard (Ind AS) 108 "Operating Segment"" the company''s Primary Segments as following.

1) Consultancy and Training

2) Project Services

3) Wind Power Generation

The above business segments have been identified considering as

a) The nature of the products/ operation

b) The related risks and returns

c) The internal financial reporting systems of the organization

The Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

Note:

Wind power generation business is subject to Seasonal variations in winds, hence the results for the year are not necessarily comparable with the results of

the previous

Refer: Segment report"

50. Financial instruments risk management objectives and policies

The Company''s principal financial liabilities comprise of borrowings, trade and other Payables. The main purpose of these financial liabilities is to finance the company''s operations. The company''s principal financial assets include trade and other receivables, investments and cash and cash equivalents that it derives directly from its operations.

The Company''s activities expose it to market risk including currency risk, interest rate risk and other price risk), credit risk, and liquidity risk. Company''s overall risk management focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on its financial performance. The Company may use derivatives for hedging purposes. However, derivatives are not used for trading or as speculative instruments.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by senior management and the Audit and Risk Management Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies and ensuring compliance with market risk limits and policies.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below. a. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, Payables and borrowings.

i. Foreign exchange rate:

The company is exposed to foreign exchange risk mainly through its capital purchases from overseas suppliers in various foreign currencies.

The company evaluates exchange rate exposure arising from foreign currency transactions and the company follows established risk management policies, including when required, use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk, where the economic conditions match the company''s policy.

b. Credit Risk:

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing/investing activities, including deposits with banks, mutual fund investments, foreign exchange transactions and financial guarantees. The Company has no significant concentration of credit risk with any counterparty.

Trade receivables

Majority of the Company''s transactions are earned in cash or cash equivalents. The Trade Receivables comprise mainly of receivables from Insurance Companies, Corporate customers, Public Sector Undertakings, State/Central Governments. The Insurance Companies are required to maintain minimum reserve levels and the Corporate Customers are enterprises with high credit ratings. Accordingly, the Company''s

exposure to credit risk in relation to trade receivables is considered low. Before accepting any new credit customer, the Company uses an internal credit scoring system to assess the potential customer''s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed annually. The outstanding with the debtors is reviewed periodically.

Total Trade receivable as on 31^st March, 2024 is INR 1959.64 - Lakhs (31^st March, 2023- INR 1,648.17 Lakhs).

The Company has a large customer base and thus has no concentration of credit risks on a single customer.

Corporate / Financial Guarantees

The Company has given corporate guarantees as on 31^st March, 2024 amounting to INR 10914.00 lakhs (31^st March, 2023 INR 7548.00 lakhs) and finance guarantee of INR 145.19 Lakhs (As on 31st March 2023 INR 145.19 Lakhs) in favour of its Subsidiaries.

iii. Liquidity risk management:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, company maintains flexibility in funding by maintaining availability under committed credit Liens.

Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is carried out in accordance with practice and limits set by the Company. In addition, the company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

51. Capital management

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company has only one class of equity shares and has low debt. Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans.

Notes:

1) The borrowings for FY 2023-24 Rs. 1870.59 Lakhs (Previous Year FY 2022-23 Rs. 1136.38 Lakhs). Debt Equity Ratio is increased due to increase in borrowings by 64.61%.

2) Trade receivable for FY 2023-24 Rs. 1959.64 Lakhs (Previous Year FY 2022-23 Rs. 1648.17 Lakhs). Revenue from Operations for FY 2023-24 Rs. 7005.45 Lakhs (Previous Year FY 2022-23 Rs. 4449.80 Lakhs) debtor''s turnover ratio is increased due to efficient recovery. Average debtor''s days are decreased to 94.00 days in FY 2023-24 as compared to previous year FY 2022-23 150.00 days.

3) Trade payable for FY 2023-24 Rs. 984.23 Lakhs (Previous Year FY 2022-23 Rs.616.02 Lakhs). Operating cost and other expenses for FY 2023-24 Rs. 4309.91 Lakhs (Previous Year FY 2022-23 Rs. 2300.61 Lakhs) Creditors turnover ratio is increased due to reduced credit period offered by MSME vendor. Average creditors days are decreased to 68.00 days in FY 2023-24 as compared to previous year FY 2022-23 161.00 days.

4) Working capital turnover ratio is increased due to decreased in working capital days.

5) Return on capital employed increased due to increase in profit before tax.

6) Return on investment increased due to increase in interest received on debentures.

7) Inventory Turnover Ratio increased due to increase in project revenue and vis-a-vis increase in project cost. Cost of goods sold includes project cost less changes in inventory.

53 Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmers Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However, as the Company’s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

55 Employee Share Based Payment Plans

During the year ended 31^st March, 2022, the Company approved MITCON''s Employee Stock Option Plan 2021 (”ESOP 2021 / Plan”). The plan was approved by the Nomination and Remuneration Committee in its meeting held on 22nd September 2021 for grant and allot from time to time, in one or more tranches, not exceeding 6,70,000 (Six Lakhs Seventy Thousand Only) options under the ESOP 2021, to or to the benefit of such person(s) who are in the permanent employment of the Company and its Subsidiary Company/ies working in India, and to the Directors of the Company, whether whole-time or not, and its Subsidiary Company(ies) and to such other persons, other than Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company, on a predetermined date in MITCON Group, convertible into not more than 6,70,000 (Six Lakhs Seventy Thousand Only) fully paid-up Equity Shares in the Company in aggregate of face value of INR 10/- each, at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the ESOP 2021 and in due compliance with the applicable laws and regulations. The Options granted under ESOP 2021 would vest not earlier than one year and not later than five years from the date of grant of such Options.

Further the plan was approved by the members vide Postal Ballot Notice dated 31st October 2021. Company has received in-principle approval for listing of Shares to be issued under the ESOP 2021 on 20th April, 2022 from National Stock Exchange of India.

During FY 2022-23, the Nomination and Remuneration Committee in its meeting held on 26^th May 2022 approved to grant - stock options to 168 employees ("Option Grantees") at an Exercise Price of INR 87.20, exercisable into equal number of Equity Shares of the Company of face value of INR 10/- (Rupees Ten) each fully paid-up on payment of the requisite exercise price to the Company on such terms and conditions of the ESOP scheme.

Applicable Disclosures in connection with the ESOP 2021 as per SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62 of the Companies Act, 2013 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are hosted on the website of the Company and can be viewed at https://www.mitconindia.com/investors/

Further as on 31^st March, 2024, since the options were partially exercised so relevant disclosures in terms of accounting standards as applicable are given in Note 16 (d).

56 Additional Regulatory Information Required by Schedule III to The Companies ACT, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988(45 of 1988) and Rules made thereunder

(ii) The Company has not been declared willful defaulter by any bank or financial institution or other lender or government or any government authority.

(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017

(iv) Utilization of borrowed funds and share premium

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

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

b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

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

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

(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.

(vii) The Company have Rs. 4.80 Cr charge which is registered with Registrar of Companies after the statutory period.

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

57 None of the directors are disqualified under section 164 of the companies Act 2023 to be appointed as Director.

58 Previous year figure have been regrouped / reclassified / rearranged / restated wherever necessary to confirm with

current year''s classification / disclosure.

As per our attached report of even date For and on behalf of Board of Directors of

MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED

For J Singh & Associates

Chartered Accountants Sd/- Sd/-

Firm''s Registration No: 110266W Ajay A Agarwal Anand Chalwade

Director Managing Director

DIN No.00200167 DIN No. 02008372

Sd/- Sd/- Sd/-

(CA. S P Dixit) Ram Mapari Ankita Agarwal

(Partner) Chief Financial Officer Company Secretary

Membership No.: 041179 PAN:AAXPM5902E Membership No. A49634

UDIN: 24041179BKFPVL6590

Place: Pune Place:Pune Place:Pune

Date : 21^st May 2024 Date: 21^st May 2024 Date : 21^st May 2024

---

Mar 31, 2023

1. Paragraph 5 of the Memorandum of Association of MITCON Forum for Social Development (MFSD) prohibits payment or transfer of profit to the member by way of dividend, bonus or otherwise. Paragraph 10 of the Memorandum of Association of MFSD prohibits distribution of remaining assets of the company on winding up or dissolution to the members. As the company will not recover any amount from the investment made in MFSD in future, company has written down the value of investment in MFSD to INR 1.

2. During year ended 31^st March 2023, Krishna Wind Farms Developers Private Limited, a subsidiary Company has converted inter corporate loan of INR 500.00 Lakhs into 0.10% Redeemable Debentures of INR 10 each at par fully paid for consideration other than cash.

3. During year ended 31^st March 2023, MITCON Sun Power Limited has converted inter corporate loan of INR 1,170.00 Lakhs into 0.10% 0.01% Optionally Convertible Debentures of INR 10 each at par fully paid for consideration other than cash.

4. During year ended 31^st March 2023, MITCON Solar Alliance Ltd has converted inter corporate loan of INR - 300 Lakhs into 0.01% Optionally Convertible Debentures of INR 10 each at par fully paid for consideration other than cash.

5. During year ended 31^st March 2023, MSPL unit 1 Limited has converted receivables of INR - 320 Lakhs into 0.01% Optionally Convertible Debentures of INR 10 each at par fully paid for consideration other than cash.

6. During the ended year 31^st March 2023, Company has incorporated its wholly owned subsidiary MITCON Nature Based Solution Limited with paid of capital of INR 1.00 Lakh (10,000 equity shares of INR 10 each fully paid) Refer Note No. 58.

7. During the year ended 31^st March 2023 company has incorporate its wholly owned subsidiary MITCON Biofuel & Green Chemistry Pvt. Ltd with paid capital of INR 1 Lakhs (10,000 equity shares of INR 10 each fully paid)

Terms/Rights attached to the equity shares

The Company has a single class of equity shares having a face value of INR 10 each. 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. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

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.

1. General reserve is created by the Company in earlier years pursuant to the provisions of the Companies Act, 1956 where in certain percentage of profits was required to be transferred to General Reserve before declaring dividends. As per Companies Act 2013, the requirements to transfer profits to General Reserve is not mandatory. General Reserve is a free reserve available to the Company.

2. Securities Premium is credited when shares are issued at premium. It is utilised in accordance with the provisions of the Act, to issue bonus shares, to provide for premium on redemption of shares or debentures, equity related expenses like underwriting costs, etc.

3. Grant received from MSME under ASPIRE scheme towards acquisition of fixed assets. The depreciation charged is reduced from grant over the useful life as per Companies Act, 2013

3. Loan against property from a Bank, is secured by mortgaged by deposit of title deeds of office premises of the Company at Kubera Chambers, Shivajinagar, Pune & Vashi Navi Mumbai Office.

4. Refer Note 49 for fair value disclosure of financial assets and financial liabilities and for fair value hierarchy.

5. For explanations on the Company''s Interest risk, Foreign currency risk and liquidity risk management processes, refer to Note 50

Notes:

a) Loan against property from a Bank, Total balance outstanding of INR 1079.65 Lakhs is secured by mortgaged by deposit of titles deeds of office premises of the Company at Kubera Chambers, Shivajinagar, Pune & Vashi Office Navi Mumbai.

b) Top up loan has been availed under Emergency Credit Line Guaranteed Scheme (ECLGS) from Bank of INR 134.00 lakhs is secured by mortgaged by deposit of titles deeds of office premises of the Company at Kubera Chambers, Shivajinagar, Pune.

c) Vehicle loan from bank INR 23.82is secured by hypothecation of vehicle, tenure 7 years.

a) Loan against property from a Bank, Total balance outstanding of INR 603.84 Lakhs is secured by mortgaged by deposit of titles deeds of office premises of the Company at Kubera Chambers, Shivajinagar, Pune repayment of principle loan of INR 7 crore @ 9.50% p. a last installment due on 5^th November, 2033.

b) Top up loan has been availed under Emergency Credit Line Guaranteed Scheme (ECLGS) from Bank of INR 119.60 lakhs is secured by mortgaged by deposit of titles deeds of office premises of the Company at Kubera Chambers, Shivajinagar, Pune. Tenure of the Loan is 4 years Interest rate 8.25% p.a Loan repayable in 36 installments starting from 5^th December 2020 last installment due on 5^th December 2024

Notes:

1. Refer Note 46 for detailed disclosures on "Leases".

2. Lease liabilities are measured at amortised cost.

3. Refer Note 49 for fair value disclosure of financial assets and financial liabilities and for fair value hierarchy.

4. Refer Note 50 on risk management objectives and policies for financial instruments.

Notes:

1. Other financial liabilities are measured at amortised cost.

2. Refer Note 49 for fair value disclosure of financial assets and financial liabilities and for fair value hierarchy.

3. Refer Note 50 on risk management objectives and policies for financial instruments.

Notes:-

1. Aggregate secured borrowings -

2. Aggregate unsecured borrowings 115.04

3. Borrowings are measured at amortised cost

4. Company''s fund and non-fund based working capital facilities aggregating to INR 22 Cr. are secured to the extent of INR 22 Cr by way of hypothecation (First Charge) on the whole of the current assets of the Company both present and future in favour of the bank.

5. Refer Note 49 for fair value disclosure of financial assets and financial liabilities and fair value hierarchy

6. For explanations on the company''s Interest risk, foreign currency risk and liquidity risk management processes, refer to Note 50

b. Defined benefit plans:

The Company has a defined benefit gratuity plan for its employees. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, every employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the employee''s length of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn) for each completed year of service as per the provisions of the Payment of Gratuity Act, 1972.

a) Risk Exposure

Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below:

i. Discount rate risk: Variations in the discount rate used to compute the present value of the liabilities may see small, but in practise can have a significant impact on the defined benefit liabilities.

ii. Future salary escalation and inflation risk: Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

iii. Asset-Liability mismatch risk: Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

b) Funding policy:

There is no compulsion on the part of the Company to prefund the liability of the Plan. The Company''s philosophy is to fund these benefits based on its own liquidity and the level of underfunding of the plan.

c) Compensated Absence

The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the unutilised compensated absences and utilise it in future periods to receive cash in lieu thereof as per company policy. The company records an obligation for compensated absences in the period in which the employee renders the service that increases this entitlement. The total liability recorded by the company towards this benefit as at 31^st March, 2023 is INR (79.21) Lakhs (31^st March, 2022: INR63.24 Lakhs; 31^st March, 2021: INR 150.47 Lakhs).

d. Other Information

Nature of leasing activity

The Company has leases for Office Spaces. Certain lease contracts provide for payments to increase each year by inflation or and in others to be reset periodically to market rental rates. While other lease contracts comprise only fixed payments over the lease terms.

Extension and termination options

The use of extension and termination options gives the Company added flexibility in the event it has identified more suitable premises in terms of cost and/or location or determined that it is advantageous to remain in a location beyond the original lease term. An option is only exercised when consistent with the Company''s regional markets strategy and the economic benefits of exercising the option exceeds the expected overall cost. Existing lease agreement do not have any extension option.

II) Where the Company is a lessor:

a. Finance Lease

Company does not have any finance lease arrangement.

_b. Operating Lease

Operating leases, in which the Company is the lessee, mainly relate to Office premises with lease term ranging from 01 to 16 years.

c. Fair value hierarchy of financial assets and liabilities measured at fair value:

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in an orderly transaction in the principal (or most advantageous) market at measurement date under the current market condition regardless of whether that price is directly observable or estimated using other valuation techniques.

The Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:

Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all bonds which are traded in the stock exchanges is valued using the closing price or dealer quotations as at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market (For example traded bonds, over the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. The mutual fund units are valued using the closing Net Asset Value. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

50 Financial instruments risk management objectives and policies

The Company''s principal financial liabilities comprises of borrowings, trade and other Payables. The main purpose of these financial liabilities is to finance the company''s operations. The company''s principal financial assets include trade and other receivables, investments and cash and cash equivalents that it derives directly from its operations.

The Company''s activities exposes it to market risk including currency risk, interest rate risk and other price risk), credit risk, and liquidity risk. Company''s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. The Company may use derivatives for hedging purposes. However, derivatives are not used for trading or as speculative instruments.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by senior management and the Audit and Risk Management Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies and ensuring compliance with market risk limits and policies.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below.

a. Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, Payables and borrowings.

i. Foreign exchange rate:

The company is exposed to foreign exchange risk mainly through its capital purchases from overseas suppliers in various foreign currencies.

The company evaluates exchange rate exposure arising from foreign currency transactions and the company follows established risk management policies, including when required, use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk, where the economic conditions match the company''s policy.

The carrying amount of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

ii. Interest rate risk:

The Company''s exposure to changes in interest rates relates primarily to the Company''s outstanding floating rate debt. The Company''s significant outstanding debt in local currency and foreign currency are on floating rate basis and linked to like PLR, MCLR and LIBOR. The Company also hedges a portion of these risks by way of derivatives instruments like Interest rate swaps and currency swaps.

iii. Other price risk:

The Company invests its surplus funds in mutual funds. The Company is exposed to price risk for investments classified as fair value through profit and loss. To manage the risk arising from investment in mutual funds, the Company diversifies its portfolio.

An increase/ (decrease) of 0.25% in the Net Asset Value of the mutual fund would have an impact of INR -/ INR (-) Lakhs (31-March, : INR - Lakhs/ INR - Lakhs) on the profit before tax of the Company.

b. Credit Risk:

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing/investing activities, including deposits with banks, mutual fund investments, foreign exchange transactions and financial guarantees. The Company has no significant concentration of credit risk with any counterparty.

Trade receivables

Majority of the Company''s transactions are earned in cash or cash equivalents. The Trade Receivables comprise mainly of receivables from Insurance Companies, Corporate customers, Public Sector Undertakings, State/Central Governments. The Insurance Companies are required to maintain minimum reserve levels and the Corporate Customers are enterprises with high credit ratings. Accordingly, the Company''s exposure to credit risk in relation to trade receivables is considered low. Before accepting any new credit customer, the Company uses an internal credit scoring system to assess the potential customer''s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed annually. The outstanding with the debtors is reviewed periodically.

Total Trade receivable as on 31^st March, 2023 is INR 1,648.17 Lakhs (31^st March, 2022- INR 2,010.46 Lakhs).

The Company has a large customer base and thus has no concentration of credit risks on a single customer.

As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

As per policy receivables are classified into two buckets based on the overdue period of more than one year & less than one year. Total Balance outstanding for more than one year is INR 340 lakhs and provision taken against same is INR Nil. Company expects to recover the differential amount as per their communication with customers.

Investments, Derivative Instruments, Cash and Cash Equivalents and Bank Deposit

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions who have been assigned high credit rating by international and domestic rating agencies.

Investments of surplus funds are made only with approved Financial Institutions/Counterparty. Investments primarily include investment in units of mutual funds. These Mutual Funds have low credit risk.

Total current investments as on 31^st March, 2023 is INR - (31^st March, 2022 - INR - Lakhs; 31^st March, 2021 - INR - Lakhs)

Corporate / Financial Guarantees

The Company has given corporate guarantees as on 31^st March, 2023 amounting to INR 7693.19 lakhs (31^st March, 2022 INR7,393.19 lakhs) in favour of its Subsidiaries.

iii. Liquidity risk management:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, company maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is carried out in accordance with practice and limits set by the Company. In addition, the company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

51 Capital management

The capital management objective of the Company is to (a) maximise shareholder value and provide benefits to other stakeholder and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purposes of the Company''s capital management, capital includes issued equity share capital, share premium and all other equity.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital using debt-equity ratio, which is total debt less liquid investments and bank deposits divided by total equity.

52 Disclosure pursuant to Ind AS 101 "First time adoption of Indian Accounting Standards"

As stated in Note 2, these standalone financial statements, for the year ended 31^st March 2022, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31^st March 2021, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (IGAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31^st March 2022, together with the comparative period data as at and for the year ended 31^st March 2021, as described in the summary of significant accounting policies. In preparing these financial statements, the Company''s opening balance sheet was prepared as at 1-April-2020, the Company''s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its IGAAP financial statements, including the balance sheet as at 1-April-2020 and the financial statements as at and for the year ended 31^st March 2021 and how the transition from IGAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows.

a. Exemptions Availed:

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has elected to apply the following exemptions:

1 Deemed cost for property, plant and equipment and intangible assets:

The Company has elected to continue with the carrying value of all of its plant and equipment and intangible assets as recognised as of 1-April-2020 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date and carried forward gross block and accumulated depreciation only for disclosure purposes.

2 Investment in Subsidiary:

The Company has elected to carry its investment in subsidiary, joint venture and associates at deemed cost which is its previous GAAP carrying amount at the date of transition to Ind AS.

3 Fair Value of Financial Assets and Liabilities:

As per Ind AS exemption the Company has not fair valued the financial assets and liabilities retrospectively and has measured the same prospectively.

4 Past Business Combinations:

The Company has elected not to apply Ind AS 103- Business Combinations retrospectively to past business combinations that occurred before the transition date of 1-April-2020. Consequently, the Company has kept the same classification for the past business combinations as in its previous GAAP financial statements.

b. Exceptions applied:

1 Estimates

The estimates at 1^st April, 2020 and at 31^st March, 2022 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items where application of Indian GAAP did not require estimation:

FVTOCI - unquoted equity shares FVTPL - debt securities

Impairment of financial assets based on expected credit loss model Fair valuation of financial instruments carried at FVTPL

Determination of the discounted value of financial instruments carried at amortised cost

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1-April-2020, the date of transition to Ind AS and as of 31^st March, 2022.

2 Derecognition of financial assets and liabilities

Ind AS 101, requires first time adopter to apply the derecognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the derecognition requirements of Ind AS 109, retrospectively from a date of the company''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities de-recognised as a result of past transaction was obtained at the time of initially accounting of transactions. The Company has elected to apply the derecognition provisions of Ind AS 109 prospectively from date of transition to Ind AS.

54 Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However as the Company''s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

56 Additional Regulatory Information Required by Schedule III to The Companies ACT, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988(45 of 1988) and Rules made thereunder

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.

(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017

(iv) Utilisation of borrowed funds and share premium

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

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

b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

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

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

(v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.

(vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies beyond the statutory period.

57 Employee Share Based Payment Plans

During the year ended 31^st March, 2022, the Company approved MITCON''s Employee Stock Option Plan 2021 ("ESOP 2021 / Plan"). The plan was approved by the Nomination and Remuneration Committee in its meeting held on 22^nd September 2021 for grant and allot from time to time, in one or more tranches, not exceeding 412,000 (Six Lakhs Seventy Thousand Only) options under the ESOP 2021, to or to the benefit of such person(s) who are in the permanent employment of the Company and its Subsidiary Company/ies working in India, and to the Directors of the Company, whether whole-time or not, and its Subsidiary Company(ies) and to such other persons, other than Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company, on a pre-determined date in MITCON Group, convertible into not more than 412,000 (Six Lakhs Seventy Thousand Only) fully paid-up Equity Shares in the Company in aggregate of face value of INR 10/- each, at such price or prices, in one or more tranches and on such terms and conditions, as may be determined by the Board in accordance with the provisions of the ESOP 2021 and in due compliance with the applicable laws and regulations. The Options granted under ESOP 2021 would vest not earlier than one year and not later than five years from the date of grant of such Options.

Further the plan was approved by the members vide Postal Ballot Notice dated 31^st October 2021. Company has received in-principle approval for listing of Shares to be issued under the ESOP 2021 on 20^th April, 2022 from National Stock Exchange of India.

During FY 2022-23, the Nomination and Remuneration Committee in its meeting held on 26^th May 2022 approved to grant - stock options to 168 employees ("Option Grantees") at an Exercise Price of INR 87.20, exercisable into equal number of Equity Shares of the Company of face value of INR 10/- (Rupees Ten) each fully paid-up on payment of the requisite exercise price to the Company on such terms and conditions of the ESOP scheme.

Applicable Disclosures in connection with the ESOP 2021 as per SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62 of the Companies Act, 2013 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are hosted on the website of the Company and can be viewed at h ttps://www. mitconindia.com/in vestors/

Further as on 31^st March, 2023, since the options were not vested so relevant disclosures in terms of accounting standards are not applicable and no significant assumptions were used during the year to estimate the fair value of options. Diluted EPS as disclosed in the Financial Statements remains ineffective as the options are not yet vested.

58 Note for jointly controlled Company -

During the year ended 31^st March, 2023, the Company has completed formation of a joint venture with partners in its wholly owned subsidiary company "MITCON Nature Based Solution Limited." (MNBSL) on 25/11/2022. The MNBSL has acquired Mahogany Vishwa Agro Limited on 20^th December 2022 thereby becoming the wholly owned subsidiary of MNBSL. Further on completion of joint venture stakes of the company fully diluted shares to 50% of the total shares held by the company, thereby MNBSL has became an Associate of the parent company. Accordingly, the profit of MNBSL has been accounted to the extent of shareholding. Necessary formalities have been completed at the end of FY 2022-23. Further company has invested in MNBSL INR 250.00 Lakhs in 1% Optionally convertible preference shares (OCPS) for period of 20 Years.

59 None of the directors are disqualified under section 164 of the Companies Act 2023 to be appointed as Director.

60 Previous year figure have been regrouped / reclassified / rearranged / restated wherever necessary to confirm with current year''s classification / disclosure.

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Mar 31, 2019

a) Rights, preferences and restrictions attached to shares:

The company has one class of equity shares having a par value of INR 10/- per share. Each equity holder is entitled to one vote per share and have a right to receive dividend as recommended by Board of Directors subject to necessary approval from the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

# - 12,000,000 Equity Shares of KWDPL are pledged with Axis Trustee Services Ltd. for term loan of INR 420,000,000/- availed by KWDPL from L & T Infrastructure Finance Company Limited.

## - During the year the company converted partial loan given to M/s Krishna Windfarms Developers Private Limited of INR.75,000,000/-into 75,00,000 compulsarily convertible debentures (@ 10.50% p.a.) of Rs.10/- each, convertible into Equity Shares after fifteen months.

1 Utilisation of Incubatee Grant

a) Technology Development Board (TDB), Govt. of India has approved scheme ‘Seed Support System for Start-ups in Incubators’ for providing financial assistance as seed support for start-ups in the MITCON incubator as growth oriented initiative between the TDB and MITCON. The scheme is to make available early stage financial assistance as seed support for start-up units located at the MITCON incubator for further development and precommercialization of technologies. Accordingly MITCON has received grant of INR 4,000,000/- from TDB during the year ended 31st March, 2012. Term Loan disbursed and outstanding to incubatees aggregating to INR 2,390,653/- outstanding as on 31st March, 2019 is classified as current / non current assets. Refund to TDB / Disbursement against this grant has been deducted from Grant received. Grant remaining unutilised aggregating to INR 4,820,317/- being repayable on demand is classified under current liability.

b) Interest received on deployment of unutilised grant amount and interest received on loans disbursed to incubatee, is credited to grant (net of taxes).

2 Disclosure pursuant to Accounting Standard (AS 15) - Revised 2005 “Employee Benefits”

A Defined contribution plans:

The company has recognized the following amounts in the Statement of Profit & Loss for the year :

i Contribution to employees provident fund INR 6,221,138/- (P.Y. INR 6,407,650/- )

ii Contribution to employees family pension Fund INR. 2,155,092/- (P.Y. INR 2,292,070/-)

B Defined benefit plans - Gratuity

The company makes annual contribution to the Life Insurance Corporation of India, 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 15 days salary payable for each completed year of service or part there of in excess of 6 month. Vesting occurs only upon completion of 5 years of service except in case of death or permanent disability. The present value of defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at the balance sheet date.

C The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the unutilised compensated absences and utilise it in future periods to receive cash in lieu thereof as per company policy. The company records an obligation for compensated absences in the period in which the employee renders the service that increases this entilement The total liability recorded by the company towards this benefit as at 31 March, 2019 is INR 14,203,469/-(Previous Year INR 12,894,662/-).

3 The Company has entered into operating lease arrangements for office space. Lease arrangements provide for cancellation by either ofthe parties and also contain a clause for renewal of the lease agreement. Lease payments and receipts on cancellable operating lease arrangements debited / credited to Statement of Profit and Loss are as under.

4 Related Party Disclosures Under Accounting Standard 18 - “Related Party Disclosures”, have been identified on the basis of representation made by the Management and taken on record by the Board of Directors and relied upon by the auditors. Disclosures of transactions with Related Parties are as under:

a Related Parties

Subsidiary of Company

Krishna Windfarms Developers Private Limited (KWDPL)

MITCON Sun Power Limited (MSPL)

MITCON Forum for Social Development (MFSD)

MITCON Trusteeship Services Private Limited (MTSPL)

MITCON Valuers & Advisors Private Limited (MVAPL)

Subsidiary of MSPL

MITCON Solar Alliance Limited (MSAL)

Associate :

MITCON Insolvency Professinal Services Private Limited (MIPSPL)

Related Party where significant influence exists:

Mitcon Foundation (Charitable Trust) (Common Managing Director and Managing Trustee)

Key Management personnel:

Dr. Pradeep Bavadekar, Managing Director

5 Balances of trade receivables and trade payables are subject to reconciliation and confirmation by respective parties.

6 Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However as the Company’s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

7 Segment Reporting

Based on the guiding principle given in the Accounting Standard-17 “Segment Reporting’ issued by the Institute of Chartered Accountants of India, the company’s Primary Segments are

1 Consultancy and Training

2 Project Services

3 Wind Power Generation

The above business segments have been identified considering :

a. The nature of the products/ operation

b. The related risks and returns

c. The internal financial reporting systems of the organization.

Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

8 i During the year ended 31st March, 2019 the company has incorporated wholly owned subsidiary companies viz.

a) MITCON Sun Power Limited (paid up capital of INR 100,000/-),

b) MITCON Forum for Social Development (paid up capital of INR 100,000/-)

c) MITCON Valuers and Advisors Private Limited (paid up capital of INR 100,000/-) and

d) MITCON Trusteeship Services Private Limited (paid up capital of INR 23,000,000/-)

ii During the year ended 31st March, 2019, the company’s subsidiary viz. MITCON Sun Power Limited (MSPL) has incorporated a subsidiary in association with Pudumjee Paper Products Limited viz. MITCON Solar Alliance Limited in which the MSPL holds 50.01% Equity interest .

iii During the year ended 31st March, 2019, the Company has invested INR 11,074,000/- (including premium of INR 11,025,000/-) for acquisition of 4,900 Equity Shares of INR 10/- each, being 49% of the paid up Equity share capital of Versatile Insolvency Professional Services Private Limited. Subsequently the name of the company was changed to MITCON Insolvency Professional Services Private Limited (MIPSPL). MIPSPL is an Associate Company.

iv On 23rd March, 2019, through postal ballot, shareholders approved the acquisition of 51% (25,500 equity shares) of the share capital of Shrikhande Consultants Private Limited (SCPL) from shareholders of SCPL and to issue upto 16,28,077 equity shares of the Company having face value of INR 10/- each at premium of INR 42/- each for consideration other than cash by way of preferential allotment to the shareholders of SCPL. Allotment of equity shares of the company is pending as on 31.3.2019.

9 i During the year the company acquired additional 51% equity shares of Krishna Windfarms Developers Private Limited (KWDPL) on 20th February, 2019 whereby KWDPL has become a wholly owned subsidiary of the company. The Equity holding of the Company in KWDPL is 12,000,049 Equity shares of Face Value of INR 10/- each, aggregating to INR 120,388,690/-

KWDPL has during the year ended 31st March, 2018 availed Term Loan facility °f INR 420,000,000 from L & T Infrastructure Finance Company Ltd. As security against this loan, the company has -

(a) pledged its investment in 1,20,00,000 equity shares of KWDPL aggregating to face value of INR 120,000,000/- with Axis Trustee Services Ltd.

(b) issued

Corporate Guarantee of INR 420,000,000 in favour of L & T Infrastructure Finance Company Ltd

During the year, company has partly converted existing loan given to Krishna Windfarms Developers Private Limited into 75,00,000, 10.50% Compulsorily Convertible Debentures of INR 10/- each aggregating to Rs.7,50,00,000/- The debentures issued are convertible into equity shares after 15 months from the date of issue. There is no payment schedule specified in respect of interest due on debentures. Debenture interest outstanding as on 31st March, 2019 is INR 3,926,714/Balance of loan outstanding as on 31st March, 2019 is INR 148,149,525/-, interest outstanding thereon is INR 24,650,634/- and trade receivable outstanding is INR 7,910,859/-

ii The company has given intercorporate loan to MITCON Solar Alliance Limited (MSAL) during the year ended 31st March, 2019 amounting to INR270,917,324/-out of which INR 170,917,324/- is outstanding and interest outstanding thereon is INR 4,876,191/-

iii The company has given intercorporate loan to MITCON Sun Power Limited (MSPL) during the year ended 31st March, 2019 amounting to INR 9,600,000/- which is outstanding and interest outstanding thereon is INR 376,136/The solar power projects of KWDPL, MSAL and MSPL are fully operational as on balance sheet date. Subsidiaries are negotiating with existing / propective lenders and are in process of switching lender in order to get benefit of reduced finance cost to improve profitability. Based on certain estimates like future business plans, growth prospects and valuation report of independent valuer, the management is of the opinion that above stated inter corporate loans, interest on inter corporate loans and trade receivable are good and recoverable and investment in debenture and equity of the subsidiaries does not require any reduction in value of investment.

10 i During the year, MITCON Multiskills Limited, a subsidairy company has been struck off from the the Register of Companies under section 248(5) of the Companies Act, 2013 vide letter dated 27th March, 2019 received from Office of the Registrar of Companies, Pune.

ii During the year entire stake of 26% held by the company in MITCON Megaskill Centers Private Limited (MMCPL) has been disposed off and sold . Consequently MMCPL has ceased to be an Associate of the Company.

11 Para 5 of the Memorandum of Association of MITCON Forum for Social Development (MFSD) prohibits payment or transfer of profit to the member by way of dividend, bonus or otherwise. Para 10 of the Memorandum of Association of MFSD prohibits distribution of remaining assets of the company on winding up or dissolution to the members. As the company will not recover any amount from the investment made in MFSD in future, company has written down the value of investment in MFSD to INR 1/-

12 Provision for current tax is made on the basis of taxable profits computed for the current accounting period in accordance with provisions of the Income Tax Act, 1961. The company has estimated its income tax liabilities according to the Tax Laws. Management makes interpretation in terms of application of tax laws and rules to determine the possible outcome of tax provisions taken. Provision is made for income Tax annually, based on the tax liability computed after considering tax allowances and exemptions.

13 The Board of Directors have proposed final dividend of INR 1/- per equity share (10%) of INR 10 each for the financial year 2018-19 (P Y INR 1/- per Equity Share)

14 Previous years figures have been re-grouped , reclassified wherever necessary to make them comparable with current year’s figures

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Mar 31, 2018

A) Rights, preferences and restrictions attached to shares:

The company has one class of equity shares having a par value of INR 10/- per share. Each equity holder is entitled to one vote per share and have a right to receive dividend as recommended by Board of Directors subject to necessary approval from the shareholders.

In the event of liquidation ofthe Company, the holders of equity shares will be entitled to receive remaining assets ofthe company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1 Utilisation of Incubatee Grant

a. Technology Development Board (TDB), Govt, of India has approved scheme ‘Seed Support System for Start-ups in Incubators’ for providing financial assistance as seed support for start-ups in the MITCON incubator as growth oriented initiative between the TDB and MITCON. The scheme is to make available early stage financial assistance as seed support for start-up units located at the MITCON incubator for further development and pre-commercialization of technologies. Accordingly MITCON has received grant of INR 4,000,000/- from TDB during the year ended 31^st March, 2012. Term Loan disbursed to incubatees aggregating to INR 3,439,562/-is outstanding as on 31^st March, 2018. Refund to TDB / Disbursement against this grant has been deducted from Grant received (note no. 3(2)).

b. Interest received on deployment of unutilised grant amount and interest received on loans disbursed to incubatee, is credited to grant (net oftaxes).

2 Based on the documents / information available with the Company, there are no acknowledged dues to suppliers covered under The Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act).

3 Disclosure pursuant to Accounting Standard (AS 15)- Revised 2005 "Employee Benefits"

a) Defined contribution plans:

The company has recognized the following amounts in the Statement of Profit & Loss for the year:

i) Contribution to employees provident fund INR 6,407,650/- (PY. INR 6,754,247/-)

ii) Contribution to employees family pension Fund INR. 2,292,070/- (PY. INR 2,740,267/-)

b) Defined benefit plans - Gratuity

The company makes annual contribution to the Life Insurance Corporation of India, 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 15 days salary payable for each completed year of service or part there of in excess of 6 month. Vesting occurs only upon completion of 5 years of service except in case of death or permanent disability. The present value of defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at the balance sheet date.

c) The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the unutilised compensated absences and utilise it in future periods to receive cash in lieu thereof as per company policy. The company records an obligation for compensated absences in the period in which the employee renders the service that increases this entilement. The total liability recorded by the company towards this benefit as at 31 March, 2018 is INR 12,894,662/- (Previous Year INR 13,116,506/-).

4 The Company has entered into operating lease arrangements for office space. Lease arrangements provide for cancellation by either of the parties and also contain a clause for renewal of the lease agreement. Lease payments on cancellable operating lease arrangements debited to Statement of Profit and Loss are as under.

5 Related Party Disclosures Under Accounting Standard 18 - “Related Party Disclosures”, have been identified on the basis of representation made by the Management and taken on record by the Board of Directors and relied upon by the auditors. Disclosures of transactions with Related Parties are as under:

a) Related Parties

Subsidiary : MITCON Multiskills Limited

Associate : Krishna Windfarms Developers Private Limited (KWDPL)

MITCON Megaskill Centers Private Limited (MMCPL)

Related Party where control exists: Mitcon Foundation (Charitable Trust)

Key Management personnel : Dr. Pradeep Bavadekar, Managing Director

6 Balances of trade receivables and trade payables are subject to reconciliation and confirmation by respective parties.

7 Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However as the Company’s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

8 Segment Reporting

Based on the guiding principle given in the Accounting Standard-17 “Segment Reporting” issued by the Institute of Chartered Accountants of India, the company’s Primary Segments are

1. Consultancy and Training

2. Project Services

3. Wind Power Generation

The above business segments have been identified considering :

a. The nature ofthe products/ operation

b. The related risks and returns

c. The internal financial reporting systems ofthe organization.

Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities ofthe segment and amounts allocated on a reasonable basis.

9. The Board of Directors have proposed final dividend of INR 1/- per equity share (10%) of INR 10 each forthe financial year2017-18 (P Y INR 1/- per Equity Share)

10. UTILIZATION OF MONEY RAISED THROUGH INITIAL PUBLIC OFFER

During the year ending 31^st March, 2014 the company has made a public offer of 4,100,000 shares, which were fully subscribed.

Pursuant to the provisions ofclause 43 ofthe listing agreement with the exchange, the disclosure is as follows:

The utilisation ofthe issue proceeds is as under:

# The objects of utilisation of unutilised IPO proceeds have been changed for use of funds for general corporate purpose by passing special resolution by the members through postal ballot on 28^th December, 2017.

11. The Company opened the offer of its Qualified Institutional Placement (QIP) on 1^st September, 2017. In view ofthe then current market conditions, the Board at its meeting held on 28^th September, 2017 has withdrawn the proposed QIP and the offer made by the company for the Issue accordingly stands cancelled. Expenses incurred by the company, have been disclosed as Extraordinary Item

12. During the year ended 31^st March, 2018 the company has formed a subsidiary company viz. MITCON Multiskills Ltd. in association with CMC Skills Private Limited in which the company is holding 51% ofthe paid up capital i.e INR 51,000/- (5,100 equity shares of INR 10/- each.)

13. During the year ended 31^st March, 2018, the Company has invested 26% ofthe paid up capital i.e. 2600 Equity Shares of INR 10 each in MITCON Megaskill Centers Private Limited (MMCPL) by investing INR 26,000. MMCPL is an Associate Company of MITCON Consultancy and Engineering Services Limited.

14. During the year, a Special Purpose Vehicle (SPV) viz. MITCON Megaskills Centers Private Limited (MMCPL) was incorporated in association with CMC Skills Private Limited, in which the company holds 26% ofthe paid up capital i.e INR 26,000/- (2,600 equity shares of INR 10/- each.). The SPV is an Associate ofthe company. The said SPV has received a Work Order worth INR 1,294,780,000/- from Jharkhand Skill Development Mission Society (JSDMS), Govenment of Jharkhand for establishing, operating and maintaining Megaskill Training Center(s) on Public Private Partnership (PPP) mode. The company has provided Bank Guarantee of INR 127,247,200/- towards mobilisation advance and Performance Bank Guarantee of INR 10,048,000/- in favour of JSDMS, Govenment of Jharkhand on behalf of said SPV which required approval of the Audit Committee and Board of Directors of the Company u/s 177 and 188 ofthe Companies Act, 2013. However, the Audit Committee and the Board of Directors ofthe Company in their meeting held on 10th November, 2017 have not approved and not ratified the transaction in the present form and considering the financial exposure faced by the company advised the management to relook the entire transaction and reduce the financial risk of the company. After end ofthe year, Performance Bank Guarantee of INR 10,048,000/- was retruned by the JSDMS and the same is cancelled.

15. Krishna Windfarms Developers Pvt.Ltd. (KWDPL) is an Associate Company in which the company holds 49% stake. KWDPL has availed of Term Loan facility of INR 420,000,000 from L & T Infrastructure Finance Company Ltd. As security against this loan, the company has -

(i) pledged its investment in 5,880,000 equity shares of KWDPL aggregating to face value of INR 58,800,000 with Axis Trustee Services Ltd.

(ii) issued Corporate Guarantee of INR 420,000,000 in favour of L & T Infrastructure Finance Company Ltd.

The company has given intercorporate loan to KWDPL out of which principal amount of INR 225,309,605/is outstanding and interest thereon of INR 12,778,561/- is receivable from KWDPL as on 31st March 2018.

16. Change in Accounting Policy

Upto the previous year ended 31^st March, 2017, the company was recognising revenue from the participants of in-house training programmes, at the commencement of the course. During the year company has changed the basis ofrecognising revenue to percentage completion oftenure oftraining programe. As a result of this change profit for the year is lower by INR 375,027/-.

17. Previous years figures have been re-grouped , reclassified wherever necessary to make them comparable with current year’s figures

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Mar 31, 2016

b) Rights, preferences and restrictions attached to shares:

The company has one class of equity shares having a par value of INR 10/- per share. Each equity holder is entitled to one vote per share and have a right to receive dividend as recommended by Board of Directors subject to necessary approval from the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

# - Capital advances Rs. 26.69 lakhs (PY Rs. 22.00 lakhs) pertain to full payment as per demand letter ref no C30642/2015 dated 31^st July, 2015 received from MIDC, Nanded. for lease of office at Udyog Bhavan, Nanded The company has taken possession and occupied this office during the year. Capitalization of the leasehold rights and amortization thereof is pending for execution and registration of formal lease deed with MIDC

1. Utilization of Incubate Grant

A. Technology Development Board (TDB), Govt. of India has approved scheme ‘Seed Support System for Start-ups in Incubators’ for providing financial assistance as seed support for start-ups in the MITCON incubator as growth oriented initiative between the TDB and MITCON. The scheme is to make available early stage financial assistance as seed support for start-up units located at the MITCON incubator for further development and pre-commercialization of technologies. Accordingly MITCON has received grant of INR 40,00,000/- form TDB till 31^st March, 2016. Financial assistance by way of Term Loan to two incubates aggregating to INR 27,75,530/- is outstanding as on 31^st March, 2016. Disbursement against this grant has not been deducted from Grant received, but separately disclosed under Loans and Advances.

B. Interest received on deployment of unutilized grant amount and interest received on loans disbursed to incubate, is credited to grant (net of taxes).

2. Based on the available documents / information, the Company has no suppliers covered under The Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act).

3. Disclosure pursuant to Accounting Standard (AS 15) - Revised 2005 “Employee Benefits”

a) Defined contribution plans:

The company has recognized the following amounts in the Statement of Profit & Loss for the year :

i) Contribution to employees provident fund INR 72,38,391/- (P.Y. INR 73,38,903/- )

ii) Contribution to employees family pension Fund INR. 29,05,142/- (P.Y. INR 24,97,470/-)

b) Defined benefit plans - Gratuity

The company makes annual contribution to the Life Insurance Corporation of India, 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 15 days salary payable for each completed year of service or part thereof in excess of 6 month. Vesting occurs only upon completion of 5 years of service except in case of death or permanent disability. The present value of defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at the balance sheet date.

Fair value of plan assets , in excess of present value of obligations, being adjustable against future contributions is recognized in the books of account.

c) The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the unutilized compensated absences and utilize it in future periods to receive cash in lieu thereof as per company policy. The company records an obligation for compensated absences in the period in which the employee renders the service that increases this entitlement. The total liability recorded by the company towards this benefit as at 31^st March, 2016 is INR 83,55,012/- (Previous Year INR 82,80,382/-).

4. The Company has entered into operating lease arrangements for office space. Lease arrangements provide for cancellation by either of the parties and also contain a clause for renewal of the lease agreement. Lease payments on cancellable operating lease arrangements debited to Statement of Profit and Loss are as under.

5. Related parties, as defined under Clause 3 of Accounting Standard (AS 18) “Related Party Disclosures”, have been identified on the basis of representation made by the Management and taken on record by the Board of Directors and relied upon by the auditors. Disclosures of transactions with Related Parties are as under:

a) Name of the related party and nature of relationship where control exists :

Name of Related Party Nature of Relationship

MITCON Foundation Charitable Trust promoted by the Company

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

6 Balances of trade receivables and trade payables are subject to reconciliation and confirmation by respective parties.

7 A) Service Tax

i) The company has received Service Tax refund aggregating to INR 89,48,928/- against Service Tax paid by the company for the period 1^st August, 2010 to 30^th June, 2011 in terms of Order passed in favour of the company by Commissioner (Appeals III) Central Excise Pune. However the Service Tax Department is in further appeal with Customs, Central Excise and Service Tax Appellate Tribunal against the said Order. Pending disposal of Appeal with Customs, Central Excise and Service Tax Appellate Tribunal, the Commissioner Central Excise Pune III. has issued on 26^th February, 2014 show cause cum demand notice for recovery of service tax amount refunded. The company has refuted demand of recovery of Service Tax amount refunded.

ii) The Company has received show cause cum demand notices dated 16^th April 2013 and 29^th April, 2014 from the Commissioner of Central Excise Pune - III, calling upon the Company to Show cause as to why an amount of INR 1,46,40,244/- should not be charged / demanded and recovered from it for the period from 01^st July 2011 to 31^st March 2012 and a further amount of INR 86,01,654/- should not be charged / demanded and recovered from it for the period 1^st April, 2012 to 30^th June 2012 (being periods for which Company did not pay service tax). This claim is disputed and being contested by the Company by filing written submission before The Commissioner, Central Excise & Service Tax, Pune III Authorities.

Status of the issues enumerated (i) & (ii) above remained unchanged during the year.

B) Income Tax

Tax for A.Y.2009-10 amounting to INR 22,560/-, for A.Y.2011-12 amounting to INR 2,77,58,980/are shown by the Department as outstanding are without taking due cognizance of prepaid taxes. In fact, the Company is entitled to receive refund of income tax as per return of income filed for these years. Rectification proceedings for these years are pending before the Assessing Officer.

8 Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of

9. Segment Reporting

Based on the guiding principle given in the Accounting Standard-17 “Segment Reporting” issued by the Institute of Chartered Accountants of India, the company’s Primary Segments are :

1. Consultancy and Training

2. Wind Power Generation

The above business segments have been identified considering :

a. The nature of the products/ operation

b. The related risks and returns

c. The internal financial reporting systems of the organization.

Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

10. Utilization of money raised through Initial Public Offer

During the year ending 31^st March, 2014 the company has made a public offer of 41,00,000 shares, which were fully subscribed.

Pursuant to the provisions of clause 43 of the listing agreement with the exchange, the disclosure is as follows:

The utilization of the issue proceeds as on 31^st March 2016 is as under:

* The above unutilized proceeds from the Issue have been deployed in the Fixed Deposits with NBFC

11. Previous year’s figures have been re-grouped , reclassified wherever necessary to make them comparable with current year''s figures.

Signatures to the Notes 1 to 42, forming part of the Financial Statements.

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Mar 31, 2015

A) Rights, preferences and restrictions attached to shares:

The company has one class of equity shares having a par value of INR 10/- (Previous Year INR 10/-) per share. Each equity holder is entitled to one vote per share and have a right to receive dividend as recommended by Board of Directors subject to necessary approval from the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

NOTE NO.

1 Utilisation of Incubatee Grant

Technology Development Board (TDB), Govt. of India has approved scheme ''Seed Support System for Start-ups in Incubators'' for providing financial assistance as seed support for start-ups in the MITCON incubator as growth oriented initiative between the TDB and MITCON. The scheme is to make available early stage financial assistance as seed support for start-up units located at the MITCON incubator for further development and pre-commercialization of technologies. Accordingly MITCON has received grant of INR 4,000,000/- form TDB till 31st March, 2015. Financial assistance by way of Term Loan to two incubatees aggregating to INR 2,283,606/- is outstanding as on 31st March, 2015. Disbursement against this grant has not been deducted from Grant received, but separately disclosed under Loans and Advances.

2 Contingent liability not provided for

Year ended Particulars 31st March, 2015 31st March, 2014 INR INR

a) Guarantees given by bankers to customer on behalf of 1,73,02,347.00 1,58,57,573.00 the Company

b) Service Tax Demand (see Note No. 38) 3,21,90,826.00 3,21,90,826.00

c) Claims against the company not acknowledged as -- -- debt - Arbitration petition in respect of money claim is pending before Artbitration Tribunal. The company has made counter claims against the claimant before the said Tribunal. Pending completion of Arbitration proceedings, the liability (if any) is not ascertainable.

d) An ex-employee has filed a claim before First Labour 1,64,000.00 1,64,000.00 Court, Pune. The company has filed written statement for dismisal of the claim.

3 Based on the available documents / information, the Company has no suppliers covered under The Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act).

4 Disclosure pursuant to Accounting Standard (AS 15) - Revised 2005 "Employee benefits"

a) defined contribution plans:

The company has recognized the following amounts in the Statement of Profit & Loss for the year :

i) Contribution to employees provident fund INR 7,338,903/- (P.Y. INR 6,977,195/- )

ii) Contribution to employees family pension Fund INR. 2,497,470/- (P.Y. INR 1,450,405/-)

b) defined benefit plans - Gratuity

The company makes annual contribution to the Life Insurance Corporation of India, 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 15 days salary payable for each completed year of service or part there of in excess of 6 month. Vesting occurs only upon completion of 5 years of service except in case of death or permanent disability. The present value of defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at the balance sheet date.

c) The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the unutilised compensated absences and utilise it in future periods to receive cash in lieu thereof as per company policy. The company records an obligation for compensated absences in the period in which the employee renders the service that increases this entilement. The total liability recorded by the company towards this benefit as at 31st March, 2015 is INR 8,280,382/- (Previous Year INR 6,452,379/-).

5 The Company has entered into operating lease arrangements for office space. Lease arrangements provide for cancellation by either of the parties and also contain a clause for renewal of the lease agreement. Lease payments on cancellable operating lease arrangements debited to Statement of Profit and Loss are as under.

6 Balances of trade receivables and trade payables are subject to reconciliation and confrmation by respective parties

7 An amount of INR 21,273,260/- is receivable from MITCON Foundation, a Trust promoted by the Company, against sale of land. The Company has given undertaking to Bank of Baroda that the said receivable shall not be recovered by the Company until the Term Loan availed of by MITCON Foundation from the Bank is repaid in full. In the opinion of the Management this receivable is good and fully recoverable.

8 a) Service Tax

i) The company has received Service Tax refund aggregating to INR 89,48,928/- against Service Tax paid by the company for the period 1st August,2010 to 30th June, 2011 in terms of Order passed in favour of the company by Commissioner (Appeals III) Central Excise Pune. However the Service Tax Department is in further appeal with Customs, Central Excise and Service Tax Appelate Tribunal against the said Order. Pending disposal of Appeal with Customs, Central Excise and Service Tax Appelate Tribunal, the Commisioner Central Excise Pune III. has issued on 26th February, 2014 show cause cum demand notice for recovery of service tax amount refunded. The company has refuted demand of recovery of Service Tax amount refunded.

ii) The Company has received show cause cum demand notices dated 16th April 2013 and 29th April, 2014 from the Commissioner of Central Excise Pune - III, calling upon the Company to Show cause as to why an amount of INR 1,46,40,244/- should not be charged / demanded and recovered from it for the period from 01st July 2011 to 31st March 2012 and a further amount of INR 86,01,654/- should not be charged / demanded and recovered from it for the period 1st April, 2012 to 30th June 2012 (being periods for which Company did not pay service tax). This claim is disputed and being contested by the Company by fling written submission before The Commissioner, Central Excise & Service Tax, Pune III Authorities.

Status of the issues enumerated in i) & ii) above remained unchanged during the year

b) Income Tax

Tax for A.Y.2009-10 amounting to INR 22,560/-, for A.Y.2011-12 amounting to INR 2,77,58,980/- and for A.Y.2013-14 amounting to INR 3,17,17,480/- shown by the Department as outstanding are without taking due cognizance of prepaid taxes. In fact, the Company is entitled to receive refund of income tax as per return of income fled for these years. Rectifcation proceedings for these years are pending before the Assessing officer.

9 Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However as the Company''s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

10 Change in Accounting Policy

Consequent to applicability of the Schedule II of the Companies Act, 2013, read with "Application Guide on the Provisions of Schedule II of the Companies Act, 2013" issued by Institute of Chartered Accountants of India, depreciation on revalued portion of the fixed asset has been charged to Statement of Profit and Loss instead of being recouped from revaluation reserve. Consequently depreciation for the year is higher by INR 402,031/- and Profit for the year is lower by said amount. Further in accordance with the said application guide, equivalent amount has been transferred from revaluation reserve to general reserve.

11 Segment Reporting

Based on the guiding principle given in the Accounting Standard-17 "Segment Reporting" issued by the Institute of Chartered Accountants of India, the company''s Primary Segments are

1 Consultancy and Training

2 Wind Power Generation

The above business segments have been identified considering:

a. The nature of the products/ operation

b. The related risks and returns

c. The internal financial reporting systems of the organization.

Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

12 Utilization of money raised through Initial Public Offer

During the year ending 31st March, 2014 the company has made a public offer of 4,100,000 shares, which were fully subscribed.

13 Previous years figures have been re-grouped, reclassified wherever necessary to make them comparable with current year''s figures.

Signatures to the Notes 1 to 44, forming part of the Financial Statements.

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Mar 31, 2014

1. Rights, preferences and restrictions attached to shares:

The company has one class of equity shares having a par value of INR 10/- (Previous Year INR 100/-) per share. Each equity holder is entitled to one vote per share and have a right to receive dividend as recommended by Board of Directors subject to necessary approval from the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Utilisation of Incubatee Grant

Technology Development Board (TDB), Govt. of India has approved scheme ''Seed Support System for Start-ups in Incubators'' for providing financial assistance as seed support for start-ups in the MITCON incubator as growth oriented initiative between the Board and MITCON. The scheme is to make available early stage financial assistance as seed support for start-up units located at the MITCON incubator for further development and pre-commercialization of technologies. Accordingly MITCON has received grant of INR 40 lacs form TDB. INR 25 lacs were sanctioned to one incubatee towards Term Loan @ 5.50% interest rate with moratorium of one year and repayable within 5 years , out of which INR 11.12 lacs were disbursed during the year. This disbursement has not been deducted from Grant received, but separately disclosed under Loans and Advances.

3. Contingent liability not provided for

Year ended

Particulars 31st March, 2014 31st March, 2013

INR INR

Corporate Guarantee to Bank - - 78,820,000.00 given on behalf of MITCON Foundation

(Outstanding loan against this bank guarantee as on 31/03/2014 INR Nil PY INR 31.23 lacs)

Guarantees given by bankers to 15,857,573.00 9,772,975.00 customer on behalf of the Company

Service Tax Demand 32,190,826.00 14,640,244.00 (see Note No. 38)

4, The Company has no suppliers covered under The Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act).

5. Disclosure pursuant to Accounting Standard (AS 15) - Revised 2005 "Employee Benefits"

A Defined contribution plans:

The company has recognized the following amounts in the Statement of Profit & Loss for the year :

i Contribution to employees provident fund INR 69,77,195/- (P.Y. INR 59,45,399 )

ii Contribution to employees family pension Fund INR. 14,50,405/- (P.Y. INR 14,93,461)

B Defined benefit plans - Gratuity

The company makes annual contribution to the life insurance corporation of india, 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 15 days salary payable for each completed year of service or part there of in excess of 6 month. Vesting occurs only upon completion of 5 years of service except in case of death or permanent disability. The present value of defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at the balance sheet date.

6. The Company has entered into operating lease arrangements for office space. Lease arrangements provide for cancellation by either party or by the Company and also contain a clause for renewal of the lease agreement. Lease payments on cancellable operating lease arrangements are debited to Statement of Profit and Loss.

7. Balances of trade receivables and trade payables are subject to reconciliation and confirmation by respective parties

8. An amount of INR 21,273,260/- is receivable from MITCON Foundation, a Trust promoted by and under the same management of the Company, against sale of land. The Company has given undertaking to Bank of Baroda that the said receivable shall not be recovered by the Company until the Term Loan availed of by MITCON Foundation from the Bank is repaid in full. In the opinion of the Management this receivable is good and fully recoverable.

9. A Service Tax

i) The company has received Service Tax refund aggregating to INR 89,48,928/- against Service Tax paid by the company for the period 1st August,2010 to 30th June, 2011 in terms of Order passed in favour of the company by Commissioner (Appeals III) Central Excise Pune. However the Service Tax Department is in further appeal with Customs, Central Excise and Service Tax Appelate Tribunal against the said Order. Pending disposal of Appeal with Customs, Central Excise and Service Tax Appelate Tribunal, the Commisioner Central Excise Pune III. has issued on 26th February, 2014 show cause cum demand notice for recovery of service tax amount refunded. The company has refuted demand of recovery of Service Tax amount refunded.

ii) The Company has received show cause cum demand notices dated 16th April 2013 and 29th April, 2014 from the Commissioner of Central Excise Pune - III, calling upon the Company to Show cause as to why an amount of INR 1,46,40,244/- should not be charged / demanded and recovered from it for the period from 01st July 2011 to 31st March 2012 and a further amount of INR 86,01,654/-should not be charged / demanded and recovered from it for the period 1st April, 2012 to 30th June 2012 (being periods for which Company did not pay service tax). This claim is disputed and being contested by the Company by filing written submission before The Commissioner, Central Excise & Service Tax, Pune III Authorities.

B Income Tax

Tax for A.Y.2009-10 amounting to Rs.22,560/-, for A.Y.2011-12 amounting to Rs. 2,77,58,980/- and for A.Y.2012-13 amounting to Rs.3,35,24,011/- shown by the Department as outstanding are without taking due cognizance of prepaid taxes. In fact, the Company is entitled to receive refund of income tax as per return of income filed for these years. Rectification proceedings for these years are pending before the Assessing Officer.

Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However as the Company''s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

10. Segment Reporting

Based on the guiding principle given in the Accounting Standard-17 "Segment Reporting" issued by the Institute of Chartered Accountants of India, the company''s Primary Segments are

1 Consultancy and Training

2 Wind Power Generation

The above business segments have been identified considering:

a. The nature of the products/ operation

b. The related risks and returns

c. The internal financial reporting systems of the organization.

Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

11. Previous years figures have been re-grouped , reclassified wherever necessary to make them comparable with current year''s figures.

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Mar 31, 2013

1 Contingent liability not provided for

Year ended Particulars 31st March, 2013 31st March, 2012 INR INR

1) Corporate Guarantee to Bank given on behalf of MITCON 78,820,000.00 78,820,000.00 Foundation (Outstanding loan against this bank guarantee as on 31/03/2013 is Rs.31.23 lacs)

2) Guarantees given by bankers to customer on behalf of the 9,772,975.00 14,636,845.00 Company

3) Show Cause cum Demand Notice received from 14,640,244.00 - Commissioner of Central Excise, Pune - III, pertaining to the period 01/07/2011 to 31/03/2012. This claim is disputed by the Company and is being contested before the Service Tax Authorities.

2. The Company has no suppliers covered under The Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act).

3. Disclosure pursuant to Accounting Standard (AS 15) - Revised 2005 "Employee Benefits" A Defined contribution plans:

The company has recognized the following amounts in the Statement of Profit & Loss for the period :

i Contribution to employees provident fund INR 59,45,399/- (P.Y. INR 52,95,250 )

ii Contribution to employees family pension Fund INR. 14,93,461/- (P.Y. INR 14,58,320)

B Defined benefit plans - Gratuity

The company makes annual contribution to the insurance corporation of India, 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 15 days salary payable for each completed year of service or part thereof in excess of 6 month. Vesting occurs only upon completion of 5 years of service except in case of death or permanent disability. The present value of defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at the balance sheet date.

C The liability for the Leave Encashment as defined in AS 15 (revised 2005) has been provided on actuarial basis. Para 132 of AS 15 (revised 2005) does not require any specific disclosure except where the expense resulting from compensated absences is of such size, nature of incidence that its disclosure is relevant under other accounting standard. In the opinion of the management, the expenses resulting from leave encashment pertaining to current year is not significant and hence no disclosure is prepared under various paragraph of AS 15 (revised 2005). Unfunded liability as at 31 March, 2013 is INR 84,32,010/- Previous Year INR 63,28,784/-.

4 The Company has entered into operating lease arrangements for office space. Lease arrangements provide for cancellation by either party or by the Company and also contain a clause for renewal of the lease agreement. Lease payments on cancellable operating lease arrangements are debited to Statement of Profit and Loss.

5. Confirmation of balances from some trade receivables and trade payables are awaited.

6. An amount of INR 2,12,73,260/- is receivable from MITCON Foundation, a Trust promoted by and under the same management of the Company, against sale of land. The Company has given undertaking to Bank of Baroda that the said receivable shall not be recovered by the Company until the Term Loan availed of by MITCON Foundation from the Bank is repaid in full. In the opinion of the Management this receivable is good and fully recoverable.

7. Service Tax Refund

Central Board of Excise and Customs (CBEC) issued notification number 03/ 2010 dated 27th February 2010 withdrawing exemption from levy of service tax on Vocational Training Programmes. Consequently the Company paid service tax without charging the same for such programmes.

The Company had sought clarification from CBEC on applicability of Service Tax on Vocational training programmes conducted under centrally sponsored schemes. As per CBEC communication these services fall under commercial training and coaching services and are liable to levy of Service tax.

However, the Company has received clarification from the Tax Research Unit (TRU), Department of Revenue, Ministry of Finance, Government of India that the Vocational Training Programmes conducted by the Company under Centrally Sponsored Schemes fall under Business Auxiliary Services. This service provided by the Company is in relation to Educational training and hence exempt from levy of Service tax under exemption notification number 14/2004 ST dated 10th September 2004. Based on this clarification, the Company did not pay service tax for the period 1st July 2011 to 30th June 2012 and has claimed refund of Service Tax paid for the period 1st August 2010 till 30th June 2011 aggregating to INR 91,17,683/-. An amount of INR 53,67,520/- pertaining to the financial year 2010-11 and INR 37,50,163/- pertaining to financial year 2011-12 (aggregating to INR 91,17,683/- as aforesaid) appears as receivable under Other Non-current Assets from the financial year 2011-12. The claim for refund was rejected by Service Tax Department, Pune. The Company has appealed against the said order to Service tax Appellate Authority. The appeal has been decided in favor of the Company by the Commissioner (Appeals - III ), Central Excise Pune on 31-03-2013.

Necessary adjustments in the books for the refund will be made only on actual receipt of refund.

However, subsequently the Company has received show cause cum demand notice dated 16th April 2013 from the Commissioner of Central Excise Pune - III, calling upon the Company to Show cause as to why an amount of INR 1,46,40,244/- should not be charged / demanded and recovered from it for the period from 01st July 2011 to 31st March 2012 (being part of the period for which Company did not pay service tax). This claim is disputed and being contested by the Company by fling written submission on 10th July 2013 before The Commissioner, Central Excise & Service Tax, Pune III Authorities.

8. Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS- CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However as the Company''s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

9. Segment Reporting

Based on the guiding principle given in the Accounting Standard-17 "Segment Reporting" issued by the Institute of Chartered Accountants of India, the company''s Primary Segments are

1 Consultancy and Training

2 Wind Power Generation

The above business segments have been identified considering:

a. The nature of the products/ operation

b. The related risks and returns

c. The internal financial reporting systems of the organization.

Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

10 Material Changes / Events subsequent to the end of the Accounting Period Changes in Face Value of each equity share and increase in Authorised Share Capital At the Extra Ordinary General Meeting of the Shareholders held on April 25, 2013 the Company has effected subdivision in the face value of equity share and increase in Authorised Capital as under :

a) Each existing equity share of Company of INR 100/- has been subdivided into 10 equity shares of Face Value of INR 10/- each and consequently the authorised share capital of Company INR 5,00,00,000/- now comprises of 50,00,000 equity shares of INR 10/- each.

b) The Authorised Share Capital of the Company has been increased from INR 5,00,00,000/- divided into 50,00,000 equity share of INR 10/- each to INR 15,00,00,000/- divided into 1,50,00,000 equity shares of INR 10/- each.

ii Issue of Bonus Shares and capitalisation of Reserves 75,00,000 equity shares of INR 10/- each have been issued and allotted as fully paid up bonus shares in the proportion of 15 equity shares for every one equity share held by utilisation of balance in Accumulated Profits. Consequently the issued, subscribed and paid up capital of the Company stands increased to INR 8,00,00,000/- divided into 80,00,000 equity shares of INR 10/- each.

iii The Company has received show cause cum demand notice dated 16th April 2013 from the Commissioner of Central Excise Pune - III, calling upon the Company to Show cause as to why an amount of INR 1,46,40,244/- should not be charged / demanded and recovered from it for the period from 01st July 2011 to 31st March 2012 (being part of the period for which Company did not pay service tax). This claim is disputed and being contested by the Company before the Service Tax Authorities.

11. Previous years figures have been re-grouped , reclassified wherever necessary. Signatures to the Notes 1 to 42, forming part of the Financial Statements.