Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

** The relationship of associate was established on 31 March 2023. The Company through its subsidiaries, was holding 86% of the ownership interest as at 31 March 2022, however neither the Company had control over this entity as per Ind AS 110 "Consolidated Financial Statements”, nor it exercised significant influence as per Ind AS 28 "Investment in Associates and Joint Ventures” (‘Ind AS 28’) until the relationship was established on 31 March 2023. Further, for both the years, voting power was waived under a waiver agreement, thus voting power percentage was Nil as at 31 March 2023 and 31 March 2022.

Section 129(3) of the Act requires preparation of consolidated financial statement of the Holding Company and of all the subsidiaries including associate company and joint venture businesses in the same form and manner as that of its own. Ind AS 28 defines Associate as an entity over which the investor has significant influence. It mentions that if an entity holds, directly or indirectly through intermediaries, 20% or more of the voting power of the enterprise, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Also, an investor does not have significant influence in an enterprise can be demonstrated through following conditions:

(i) The investor does not have any representation on the board of directors or corresponding governing body of the investee.

(ii) The investor does not participate in policy making process.

(iii) The investor does not have any material transactions with the investee.

(iv) The investor does not interchange any managerial personnel.

(v) The investor does not provide any essential technical information to the investee.

Investments in subsidiaries and associates are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries and associates, the difference between net disposal proceeds and the carrying amounts are recognised in the standalone statement of profit and loss.

Footnote:

Pursuant to shareholders’ approval obtained in the Extraordinary General Meeting held on 11 December 2020, the Company had allotted on preferential basis, 3,333,334 convertible warrants of ' 10 each at a premium of ' 665 per warrant to Essar Telecom Limited and Onir Metallics Limited on 8 January 2021. During the year ended 31 March 2021, the Company had received money aggregating to ' 187.81 Crores against convertible warrants. Initially each warrant was convertible into 1 equity share of ' 10 (before sub-division) each of the Company within 18 months from the date of allotment subject to payment of balance subscription amount. Out of total 3,333,334 convertible warrants, 2,598,651 warrants were converted into equity shares until 31 March 2021. During the year 31 March 2023, remaining 734,683 warrants have been converted into equity shares of ' 2 each. In the previous year, Onir Metallics Limited had merged with Essar Steel Metal Trading Limited [refer note 36(II)].

Also, Company had received consideration in excess by ' 0.10 Crores which is now refundable to warrant holders and accordingly, liability is transferred to Other Financial Liability (current). Refer note 17 and note 36(III).

(b) Rights, preference and restriction on equity shares

The Company has only one class of equity shares having par value of ' 2 per share. Each holder of equity share is entitled to one vote per equity share. The Company declares and pays dividends in INR. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except for interim dividend which is approved by the Board.

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

(c) Essar Telecom Limited (ETL) was the holding company with effect from 20 March 2021 and up to 20 September 2021. Essar Global Fund Limited is the ultimate holding company as at 31 March 2023 and 31 March 2022. Refer note (h) below.

(d) Aggregate number of bonus shares issued or buy back of shares during the period of five years immediately preceding the reporting date

The Company has neither issued bonus shares nor there has been any buy back of shares during five years immediately preceding 31 March 2023.

(e) Shares issued for consideration other than cash

The Company had allotted 6,355,925 fully paid-up equity shares of ' 2 each on conversion of compulsorily convertible preference shares during the year ended 31 March 2019.

Above amounts have been included in the line item "Contribution to provident fund and other funds” in note 26. Also, the contribution of the Company is limited to the amount contributed and it has no further contractual or constructive obligation.

(b) Defined benefit plan - The Company has an unfunded defined benefit plan i.e. Gratuity, for its employees. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service. This defined benefit plan is governed by The Payment of Gratuity Act, 1972.

The following tables summarise the components of employee benefits expense recognised in the standalone statement of profit and loss and the amounts recognised in the standalone balance sheet for the gratuity plan.

These assumptions were developed by the management with the assistance of independent actuarial appraiser. Discount factors are determined close to each year end by reference to government bonds of relevant economic markets and that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on management’s historical experience. The estimates of future salary growth rate considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

The weighted average duration of the defined benefit obligation plan at the end of the reporting period is 7 years (31 March 2022: 8 years)

The Company expects to make a contribution of ' 7.90 Crores (31 March 2022: ' 7.77 Crores) to the defined benefit plan during the next financial year.

(c) Compensated absences: With effect from 1 January 2017, the Company has decided to restrict the balance of un-availed privilege leave (‘PL’) to a maximum of 42 days from erstwhile limit of 90 days. Further, PL cannot be en-cashed or accumulated and shall lapse every year in the month of December. The balance as at 31 December 2016 is entitled to be en-cashed only during separation from the Company based on the basic salary as at 31 December 2016.

34 EMPLOYEES STOCK OPTION PLAN

The Company provides share based payment schemes to its employees. Since the year ended 31 March 2016, an employee stock option plan (‘ESOP’) was in existence i.e. ESOP scheme 2015. The relevant details of the scheme and the grant are as below.

The shareholders of the Company through postal ballot on 21 April 2015 approved the equity settled ESOP scheme 2015 for issue of stock options to key employees and directors of the Company setting aside 1,423,323 options under this scheme. The Company had previously granted 1,004,866, 320,248, 170,799 and 63,000 stock options on 14 May 2015, 19 May 2016, 15 June 2018 and 19 October 2020, respectively. According to the scheme, the employees selected by the Nomination and Remuneration Committee from time to time will be entitled to

Volatility : Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the period. The measure of volatility used in Black-Scholes-Merton formula is the annualised standard deviation of the continuously compounded rates of return on the stock over a period of time. Company considered the daily historical volatility of Company’s stock price on NSE over a period prior to the date of grant, corresponding with the expected life of the options.

Risk free rate : The risk free rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on zero coupon yield curve for government securities.

Expected life of the options : Expected life of the options is the period for which the Company expects the options to be live. The minimum life of stock options is the minimum period before which the options cannot be exercised and the maximum life of the option is the maximum period after which the options cannot be exercised. The Company has calculated expected life as the average of the minimum and the maximum life of the options.

Dividend yield: Expected dividend yield has been calculated by dividing the last declared dividend per share by the market price per share as on the date of grant.

35 SEGMENT INFORMATION

The Company has presented data related to its segments in its consolidated financial statements. No disclosures regarding segments are therefore presented in these standalone financial statements.

1. Foreign currency balances (other than advances) are reinstated in INR using year end exchange rate.

2. Investments (as at balance sheet date) in share capital of related parties of the Company is not considered under ‘Amount due to/from related parties (as at year-end)’ as these are not considered ‘outstanding’ exposures.

3. All the amounts due to/from related parties (as at year-end) are unsecured.

4. All the amounts due to/from related parties (as at year-end), other than advances, will be cash-settled. Goods or services will be received/provided against the advance given/taken.

** These amounts include trade payables, advance from customers and excess money received from warrant holders

# Amount disclosed is gross carrying value. Allowance for doubtful debt as at 31 March 2023 is ' 5.41 Crores (31 March 2022: ' Nil)

(IV) Key Management Personnel ('KMP’) compensation:

The following table provides the total amount of transactions that have been entered into with KMP for the relevant financial year:

During the year, Nil (31 March 2022: Nil) ESOPs are granted to KMP and Nil (31 March 2022: Nil) ESOPs granted to KMP have lapsed.

Notes:

1. The remuneration to the KMP does not include the provisions made for gratuity and compensated absences, as they are determined on an actuarial basis for the Company as a whole.

2. No remuneration has been paid to Mr. Sanjeev Verma, Whole-time Director during the years ended 31 March 2023 and 31 March 2022 through Company.

3. Company has paid the remuneration to its directors during the year in accordance with the provision of and limits laid down under section 197 read with Schedule V to the Act.

(V) There are no commitments with any related party during the year or as at year end.

(VI) All the related party transactions are made on terms equivalent to those that prevail in an arm’s length transactions, for which prior approval of Audit Committee was obtained during the years ended 31 March 2023 and 31 March 2022.

Notes:

1. The Company is contesting all of the above demands in respect of Income tax, Excise duty, Service tax, Customs duty and Sales tax and the management believes that its positions are likely to be upheld at the appellate stage. No expense has been accrued in the standalone financial statements for the aforesaid demands. The management believes that the ultimate outcome of these proceedings are not expected to have a material adverse effect on the Company’s financial position and results of operations and hence no provision has been made in this regard.

2. I t is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

3. The amounts disclosed above represent the best possible estimates arrived at on the basis of available information and do not include any penalty payable.

4. The Company does not expect any reimbursements in respect of the above contingent liabilities.

5. Refer note 47 for penalty unascertained on account of non-compliance with provisions of Foreign Exchange Management Act, 1999.

* Amount outstanding as at balance sheet date represents gross demand raised by the tax authorities, as amount paid under protest is not charged to the standalone statement of profit and loss by the Company

Footnotes:

(a) It represents demand raised by vendor for remaining outstanding amount which is disputed by Company over non-performance of certain duties by vendor under the contract.

(b) It represents demands raised by direct and indirect tax authorities on various grounds, which are contested by the Company.

(c) It represents demand raised by sales tax authorities for non submission of Form F.

(B) Capital commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for is ' Nil (31 March 2022: ' 0.09 Crores).

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

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

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

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

For assets and liabilities that are recognised in the standalone 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.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions are used to estimate the fair values:

1. Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, trade payables, other current financial assets/liabilities and short term borrowings approximate their carrying amounts largely due to short term maturities of these instruments. They are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counter party credit risk.

2. Financial instruments are evaluated by the Company based on parameters such as individual credit worthiness of the counter-party. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts. They are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counter party credit risk.

3. The fair values for deposits, finance lease contracts and financial guarantee contract were calculated based on cash flows discounted using lending rate on the date of initial recognition. The lease liability is initially recognised at the present value of the future lease payments and are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates and subsequently measured at amortised cost. Accordingly, all these are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counter party credit risk.

4. Fair value of long term borrowings approximate their carrying amounts due to the fact no upfront fees is paid as compensation to secure the borrowing and the interest rate is equals to the market interest rate. This is classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.

39.2 Financial risk management objectives and policies

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. 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 and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including deposits, foreign currency receivables, foreign currency payables and borrowings.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations.

c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises from cash and cash equivalents, bank balances other than cash and cash equivalents, other financial assets as well as credit exposures to customers including outstanding receivables and contract assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets.

Trade receivables and contract assets

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, forward looking macroeconomic information, analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly.

The expected credit loss rates are based on the payment profiles of sales over a period of 36 months before the reporting date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macro-economic factors affecting the ability of the customers to settle the receivables. The Company recognises lifetime expected losses for all trade receivables and contract assets that do not constitute a financing component.

The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically and there is no single customer contributing more than 10% of outstanding trade receivables as at 31 March 2023 and 31 March 2022.

Outstanding customer receivables and contract assets are regularly monitored.

Other financial assets

The Company periodically monitors the recoverability and credit risks of its other financial assets. The Company evaluates 12 months expected credit losses for all the financial assets for which credit risk has not increased significantly. In case credit risk has increased significantly, the Company considers life time expected credit losses for the purpose of impairment provisioning.

The Company has considered financial condition, current economic trends, forward looking macroeconomic information, analysis of historical bad or doubtful receivables and ageing of receivables related to cash and cash equivalents, bank balances other than cash and cash equivalents, margin deposits, security deposits, finance lease assets and other financial assets. In most of the cases, risk is considered low since the counterparties are reputed organisations with no history of default to the Company and no unfavourable forward looking macro economic factors. Wherever applicable, expected credit loss allowance is recorded (refer notes 7 and 13).

There is no loss allowance created or reversed on contract assets during the year ended 31 March 2023 and 31 March 2022.

d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company manages its liquidity needs by monitoring scheduled debt servicing payments for financial liabilities as well as forecast cash inflow and outflows due in day to day business. In addition, processes and policies related to such risks are overseen by senior management.

39.3 Foreign currency risk

Foreign currency risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company procures goods and services in their functional currency and in case of imports, it primarily deals in United States Dollars (‘USD’) and Great Britain Pound (‘GBP’).

The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. There are earnings from customers in foreign currency which act as a natural hedge against foreign currency risk.

Company has accumulated net exposure to foreign currency risk amounting to ' 29.49 Crores (31 March 2022: ' 31.08 Crores).

The Company had issued corporate guarantee on behalf of its wholly owned subsidiary, Black Box Technologies Pte. Limited, amounting to USD Nil (31 March 2022: USD 2.25 million), equivalent to ' Nil (31 March 2022: ' 17.03 Crores). It is contingent in nature and Company does not expect any liability against the same in foreseeable future.

* Includes provision for expenses, billing of which is pending as at reporting date and will be billed in currency other than presentation currency. These are forming part of trade payables.

Sensitivity to foreign currency risk

The following table demonstrates the sensitivity in the USD and GBP with all other variables held constant. The below impact on the Company’s profit or loss before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities as at standalone balance sheet date:

40 CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to

• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital.

41 LEASES

The disclosures required in accordance with Ind AS 116 “Leases” are as follows:

a) The Company’s leased assets primarily consists of leases for office premises, furniture, computer and servers having different lease terms. There are several lease agreements with extension and termination options, for which management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised. Since it is reasonably certain to exercise extension option and not to exercise termination option, the Company has opted to include such extended term and ignore termination option in determination of lease term. Further, Company is not exposed to any variable lease payments or residual value guarantee.

e) The Company has entered into finance leases on its office premise and specific inventory item. These leases have term of ten years. The lease contract includes a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Rental income (including unwinding of interest) recognised by the Company during the year is ' 1.98 Crores (31 March 2022: ' 1.30 Crores). Further, wherever applicable, lessee is reasonable certain to exercise extension option and not to exercise termination option, hence the Company has opted to include such extended term and ignore termination option in determination of lease term. Further, Company has not retained any right in underlying asset.

a) Performance obligations:

The performance obligation of Company is satisfied at a point in time or over the period of time depending on

the nature of products and services provided.

1) Revenue from sale of products: It includes unified and voice communication solutions, IP Phones, data products, video conferencing products and cyber security solutions. It also includes leasing of specific inventory item. Revenue is recognised at a point in time, which is generally on the delivery of product (performance obligation is satisfied).

2) Revenue from implementation contracts: It includes implementation services on products (including installation and commissioning). Revenue is recognised in the accounting period in which services are rendered, as the performance obligations are met.

3) Revenue from maintenance contracts: Revenue from fixed maintenance contracts is recognised based on time elapsed and revenue is straight lined over the period of the performance or on the performance of services as specified in the contract.

e) Remaining performance obligation

As at 31 March 2023, the aggregate amount of transaction price allocated to remaining performance obligations is ' 18.81 Crores (31 March 2022: 14.43 Crores) of which approximately 65% (31 March 2022: 98%) is expected to be recognised as revenue within one year.

f) Company does not have any significant obligations for returns and refunds. For type of warranties, refer note 18(a).

1. The Company had given corporate guarantee to the bank for the loan facility (fund based and non-fund based) availed by Black Box Technologies Pte. Limited, wholly owned subsidiary and a guarantee commission @ 1.75% (31 March 2022: 1.75%) per annum is charged. The Company had recognised the financial guarantee contract (corporate guarantee) at its fair value as per Ind AS 109 "Financial Instruments” for the fund based component of the corporate guarantee and the non-current and current portion of financial liability was disclosed under "Other financial liabilities”. Fund based facility ceased to exist in financial year 2021-22 and accordingly guarantee asset and liability was de-recognised to that extent. The outstanding amount of guarantee shown above is for nonfund based component amounting to USD Nil (31 March 2022: USD 2.25 million).

44 As per Ind AS 12 "Income Taxes”, a deferred tax asset (‘DTA’) shall be recognised for the carry forward of unused tax loss, unused tax credits and taxable timing differences to the extent it is probable that future taxable profit will be available against which the unused tax loss, unused tax credits and taxable timing differences can be utilised. Accordingly, DTA has been recognised only to the extent of deferred tax liability.

45 As per the transfer pricing rules, the Company has examined international transactions and documentation in respect thereof to ensure compliance with the said rules. The management does not anticipate any material adjustments with regard to the transactions involved, other than those already adjusted in the standalone financial statements.

The Company’s spent towards CSR does not involve any long term projects and accordingly, disclosure requirements relating to ongoing projects is not applicable as at reporting dates.

47 The outstanding balance of trade payables, trade receivables and other financial assets as at 31 March 2023 includes amount payable aggregating to ' 3.28 Crores (31 March 2022: ' 2.71 Crores) and amount receivable aggregating to ' 6.02 Crores (31 March 2022: ' 3.68 Crores) and ' 11.80 Crores (31 March 2022: ' 11.36 Crores), respectively, to/from the companies situated outside India. These balances are pending for settlement and have resulted in delay in remittance/collection beyond the timeline stipulated under the Foreign Exchange Management Act, 1999. The Company has filed necessary application with AD Category I bank (‘AD Bank’) for extension of time limit on payables aggregating to ' 2.71 Crores (31 March 2022: ' 1.67 Crores) during the current year and on payables aggregating to ' 0.24 Crores (31 March 2022: ' 1.04 Crores) subsequent to the year end. For the remaining payables amounting to ' 0.33 Crores (31 March 2022: ' Nil) where extension has not been filed, management is planning to approach AD Bank or RBI with write off request. Similarly, the Company has filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to ' 15.43 Crores (31 March 2022: ' 14.01 Crores) during the current year and on receivables aggregating to ' 2.39 Crores (31 March 2022: ' 1.03 Crores) subsequent to the year end. For all the cases, approval is pending from AD Bank.

Pending conclusion of the aforesaid matter, the amount of penalty, if any, that may be levied, is not ascertainable but not expected to be material and accordingly, the standalone financial statements does not include any adjustments that may arise due to such delays.

48 Pursuant to approval of the members received on 20 April 2022, the Company had sub-divided its equity share of ' 10 each into equity share of ' 2 each. As a result, each equity share of ' 10 was sub-divided into 5 (five) equity shares of ' 2 each. Consequently, the basic and diluted earnings per share is computed for all the periods on the basis of the new number of equity shares in accordance with Ind AS 33 "Earnings per Share”.

Notes:

1 Debt = Non current borrowings Current borrowings

2 Net worth = Paid up share capital Reserves created out of profit - Accumulated losses

3 Earnings available for debt service = Net profit after tax (excluding OCI) Non cash operating expenses Interest expenses

4 Debt service = Interest expenses Lease payment within next 12 months Principal repayment of borrowings within next 12 months

5 Cost of goods sold = Purchases of stock-in-trade Changes in inventories of work-in-progress and stock-in-trade

6 Net purchases = Purchases of stock-in-trade Service charges

7 Working capital = Current assets - Current liabilities

8 EBIT = Earnings before finance costs, other income and tax

9 Capital employed = Tangible net worth (i.e., net worth - intangible assets) total borrowings deferred tax liabilities

Reason for variance of more than 25% as compared to the previous year :

Debt service coverage ratio : Improved due to increase in non-cash operating expenses

Inventory turnover ratio : Improved due to better inventory management and high demand of products.

Return on capital employed : Improved due to current year improved EBIT.

50 BORROWING SECURED AGAINST CURRENT ASSETS

The Company has sanctioned borrowings/facilities from banks on the basis of security of current assets. The quarterly returns or statements of trade receivables and inventory are filed by the Company with banks regularly and the required reconciliation is presented below. Company is not required to submit the quarterly returns or statements of other current assets which are pledged.

51 ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III

a) Details of benami property

Company is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder as at 31 March 2023 and 31 March 2022. Further, no proceedings have been initiated or pending against the Company for holding any benami property under the act and rules mentioned above for the years ended 31 March 2023 and 31 March 2022.

b) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or any other lender for the years ended 31 March 2023 and 31 March 2022.

c) Relationship with struck off companies

The disclosure of relationship and transaction with struck off companies under section 248 of the Act is as follows:

In respect of the Company:

There was no transaction and year-end balance as at 31 March 2023 with struck off companies.

d) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under section 2(87) of the Act for the years ended 31 March 2023 and 31 March 2022.

e) Compliance with approved scheme of arrangements

The Company has not entered into any scheme of arrangement in terms of section 230 to 237 of the Act for the years ended 31 March 2023 and 31 March 2022.

f) Utilisation of borrowed funds and share premium (for the years ended 31 March 2023 and 31 March 2022)

The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entity (‘Intermediaries’) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

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

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person or entity, including foreign entity (‘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.

g) Undisclosed income

No income has been surrendered or disclosed as income during the current and previous year.

h) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current and previous year.

52 The Company has not given any loan or advance in the nature of loan to its subsidiary or other entity during the year ended 31 March 2023 and 31 March 2022. Therefore, disclosure under Regulation 53(1)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

53 In the board meeting held on 11 November 2022, the Board of Directors of the Company have approved setting off of accumulated losses under retained earnings with credit balance in securities premium account and capital reserve account, subject to no objection certificate (‘NOC’) from NSE and BSE (collectively referred to as ‘stock exchanges’) and approval from members of the Company and National Company Law Tribunal (‘NCLT’). Post approval from the Board of Directors, the Company has submitted application to stock exchanges for seeking NOC and the response is still awaited.

54 The Company had filed claim before NCLT, Mumbai, towards recovery of dues from EPC Constructions India Limited (‘EPCCIL’ or ‘Corporate Debtor’) on account of services rendered by the Company to EPCCIL during its Corporate Insolvency Resolution Process (‘CIRP’) period commencing from April 2018.

NCLT vide its order dated 08 June 2021, uploaded on its website on 26 June 2021, had directed EPCCIL to make payment of all outstanding dues to the Company within a period of 3 months from the date of receipt of the aforesaid order and had further directed EPCCIL to continue to pay monthly charges towards services to be rendered by the Company. Based on the above order, Company had recorded the revenue of ' 8.51 Crores and interest income of ' 1.49 Crores during the year ended 31 March 2022. Subsequently, on appeal filed by EPCCIL challenging the aforesaid order, National Company Law Appellate Tribunal (‘NCLAT’), New Delhi had passed an order dated 28 September 2021 in favour of the Company and had directed EPCCIL to pay ' 4.50 Crores (inclusive of ' 1.00 Crore already paid in the month of June 2019) to the Company within a period of 2 months from the date of this order and had further directed EPCCIL to continue to pay monthly charges towards services to be rendered by the Company. EPCCIL had paid ' 3.10 Crores within the period directed by NCLAT.

Subsequent to 31 March 2022, The Company and EPCCIL had arrived at amicable settlement whereby EPCCIL had agreed to make payment of entire outstanding principal amount of ' 5.50 Crores (inclusive of taxes) in three monthly instalments subject to fulfilment of conditions attached to the settlement arrangement and shall continue to pay revised monthly charges of ' 0.20 Crores per month (earlier ' 0.25 Crores per month) to the Company effective May 2022. In lieu of the same, Company has agreed to waive claim of interest amount of ' 1.49 Crores and adjustment is made in the statement of profit and loss.

I n view of these events, both the parties had also finalised documents such as Settlement Agreement and Joint Application seeking withdrawal of the appeal. However, despite having finalised the aforesaid documents, EPCCIL failed to execute the same in spite of payment of initial settlement amount. To challenge the said illegal actions of EPCCIL, Company had preferred an application praying for the enforcement of the finalised contract. NCLAT, New Delhi has passed an order dated 02 February 2023 directing the Company to file application before NCLT to seek clarification on the amount due and amount recoverable which is to be decided by the NCLT preferably within a period of two months. Further, NCLAT has directed EPCCIL to continue to pay monthly charges towards services to be rendered by the Company.

Management is confident of the recovery however considering the prolonged delay in collection, 100% of the outstanding amount, i.e., ' 5.41 Crores is provided for in the standalone statement of profit and loss during the year ended 31 March 2023.

55 EVENTS AFTER THE REPORTING DATE

Black Box Technologies Australia Pty Ltd, step-down subsidiary of the Company, has entered into a share purchase agreement to acquire 100% equity stake of Global Speech Networks Pty Ltd, incorporated in Australia, for a total consideration of AUD 2.50 million (equivalent to ' 13.72 Crores) on 17 May 2023. This acquisition is anticipated to be completed within 60 days of signing the share purchase agreement.

56 AUTHORISATION OF STANDALONE FINANCIAL STATEMENTS

The standalone financial statements as at and for the year ended 31 March 2023 were approved by the Board of Directors on 30 May 2023.

57 Previous year figures have been regrouped, reclassified and rearranged wherever necessary, to conform to this year’s presentation, which are not considered material to standalone financial statements.