shah gupta & co. tel: fax · cn=parth prakash patel date: 2020.05.19 22:40:42 +05'30'...

Shah Gupta & Co.

Chartered Accountants

38, Bombay Mutual Building, 2nd Floor, Dr. D N Road, Fort,

Tel: Fax:

+ 91(22) 4085 1000 + 91(22) 4085 1015

Mumbai – 400 001 Email [email protected] Web: www.shahgupta.com

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INDEPENDENT AUDITORS’ REPORT To the Members of Makler Private Limited Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Makler Private Limited (“the Company”), which comprise the balance sheet as at March 31, 2020, and the statement of Profit and Loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its loss, total comprehensive income, changes in equity and its cash flows for the year ended on that date. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under sub-section (10) of Section 143 of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the Management Overview, Board’s Report including Annexures to Board’s Report and Shareholder’s Information but does not include the financial statements and our auditor’s report thereon. The Management Overview, Board’s Report including Annexures to Board’s Report and Shareholder’s Information is expected to be made available to us after the date of this auditor's report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read the Management Overview, Board’s Report including Annexures to Board’s Report and Shareholder’s Information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

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Responsibilities of the Management for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in sub-section (5) of Section 134 of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under clause (i) of sub-section (3) of Section 143 of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone Ind AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work; and (ii) to evaluate the effect of any identified misstatements in the standalone Ind AS financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by sub-section (3) of Section 143 of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

e. On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of sub-section (2) of Section 164 of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, with reference to these financial statements refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting; and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of sub-section (16) of Section 197 of the Act, as amended:

The Company has not paid / not provided for managerial remuneration in the books of accounts. Accordingly, provisions of Section 197 of the Act is not applicable to the Company.

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h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule (11) of the Companies (Audit and Auditors) Rules, 2015, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The company has not entered into any derivative contracts during the year; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For SHAH GUPTA & CO., Chartered Accountants Firm Registration No.: 109574W Parth P Patel Partner M. No.172670 UDIN: 20172670AAAABA1471 Place: Mumbai Date: 19.05.2020

PARTH PRAKASH PATEL

Digitally signed by PARTH PRAKASH PATEL DN: c=IN, o=Personal, postalCode=400068, st=Maharashtra, 2.5.4.20=2a92bcd7af89011b4ecba01996ef030cb359939443673603a11e58b79e235e34, pseudonym=FF0C86C215EF25D263233B64B44A25280D8145CB, serialNumber=021cc5392ec21f528fcee428fcf6bf1b5d3ac44827e6e2afa71775d88d621946, cn=PARTH PRAKASH PATEL Date: 2020.05.19 23:28:54 +05'30'

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APPENDIX A TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Makler Private Limited of even date)

(i) The Company does not have fixed assets. Accordingly, reporting under paragraph 3 (i) of the Order is not applicable to the Company.

(ii) The physical verification of inventories has been conducted at reasonable intervals by the management and no material discrepancies were noticed during the year.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, reporting under paragraph 3(iii) (a), (b) and (c) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of Section 185 and 186 of the Act are applicable. Accordingly, reporting under paragraph 3 (iv) of the Order is not applicable to the Company.

(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, reporting under paragraph 3(v) of the Order is not applicable to the Company.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act.

(vii) (a) According to the information and explanations given to us, and the records of the company examined by us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, service tax, goods and service tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, service tax, goods and service tax, cess and other material statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, wealth tax, service tax, goods and service tax, income tax, duty of excise, duty of excise, value added tax, and cess which have not been deposited on account of any dispute.

(viii) Based on our examination of documents and records, the Company has not taken any loan from a financial institution, a bank, the government or issued debentures. Accordingly, reporting under paragraph 3 (viii) of the Order is not applicable to the Company.

(ix) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us by the Management, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year under review. Accordingly, reporting under paragraph 3 (ix) of the Order is not applicable to the Company.

(x) Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the Management, we report that no fraud by the Company and no material fraud on the Company by its officer or employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not paid / not provided for managerial remuneration in the books of accounts. Accordingly reporting under clause 3 (xi) of the order is not applicable to the Company.

(xii) In our opinion, the Company is not a Nidhi Company and hence, reporting under paragraph 3 (xii) of the Order is not applicable to the Company.

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(xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Company has not made any preferential allotment/private placement of shares or fully or partly convertible debentures during the year. Accordingly, reporting under paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv)

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements, in our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under paragraph 3(xvi) of the Order is not applicable to the Company.

For SHAH GUPTA & CO., Chartered Accountants Firm Registration No.: 109574W Parth P Patel Partner M. No.172670 UDIN: 20172670AAAABA1471 Place: Mumbai Date: 19.05.2020

PARTH PRAKASH PATEL


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ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT

Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of sub-section (3) of Section 143 of the Act We have audited the internal financial controls over financial reporting of Makler Private Limited (hereinafter referred to as “the Company”) as of March 31, 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditor’s Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting with reference to these financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under sub-section (10) of Section 143 of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting with reference to these financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting with reference to these financial statements.

Meaning of Internal Financial Controls Over Financial Reporting with reference to these financial statements A Company's internal financial control over financial reporting with reference to these financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting with reference to these financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the

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financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's assets that could have a material effect on

the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting with reference to these financial statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these financial statements to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to these financial statements and such internal financial controls were operating effectively as at March 31, 2020, based on the internal financial controls with reference to these financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For SHAH GUPTA & CO., Chartered Accountants Firm Registration No.: 109574W Parth P Patel Partner M. No.172670 UDIN: 20172670AAAABA1471 Place: Mumbai Date: 19.05.2020

PARTH PRAKASH PATEL


MAKLER PRIVATE LIMITEDBalance Sheet as at March 31, 2020CIN No. - U27100DL2017PTC318039

Amount in Rs.

Particulars Note No.

As at March 31, 2020


I ASSETS(1) Non-current asset

(a) Financial assets(i) Other financial assets 2 10,000 10,000

Total non-current assets 10,000 10,000

(2) Current assets(a) Financial assets

(i) Trade receivables 3 673,167,199 607,093,602 (ii) Cash and cash equivalents 4 1,591,825 73,468

(b) Other current assets 5 12,368,333 4,661,439 Total current assets 687,127,357 611,828,509

TOTAL ASSETS 687,137,357 611,838,509

II EQUITY AND LIABILITIES(1) Equity

(a) Equity share capital 6 41,466,620 80,000 (b) Other equity 7 (37,673,111) (29,561,087)

Total equity 3,793,509 (29,481,087)

(2) Current liabilities(a) Financial liabilities

(i) Borrowings 8 - 100,100,000 (ii) Trade payables 9

Total outstanding due to micro enterprise and small enterprise - - Total outstanding due to creditors other than above 676,635,198 534,945,410

(iii) Other financial liabilities 10 - 547,185 (b) Other current liabilities 11 6,708,650 5,727,001

Total current liabilities 683,343,848 641,319,596

TOTAL LIABILITIES 683,343,848 641,319,596

TOTAL EQUITY AND LIABILITIES 687,137,357 611,838,509 Significant accounting policies, key accounting estimates and judgements 1See accompanying notes to the standalone financial Statements

As per our attached report of even dateFor Shah Gupta & Co. For and on behalf of the Board of DirectorsChartered AccountantsFirm Registration No. 109574W

Parth P Patel Bhushan Prasad Rajeev PaiPartner Director DirectorMembership No. - 172670 DIN: 05351746 DIN: 00045604

Place: MumbaiDate: May 19, 2020

UDIN:20172670AAAABA1471

BHUSHAN PRASAD

Digitally signed by BHUSHAN PRASAD DN: c=IN, o=Personal, postalCode=400706, st=Maharashtra, 2.5.4.20=4a5f928737e32c0509471ee28d2eafdefec86788943db1c0025ec193e2c1eab9, serialNumber=e2282088e0d8f4d3b3af0fd5d4b117c6de8d05fb6a4fd1618812c5a794d2874b, cn=BHUSHAN PRASAD Date: 2020.05.19 17:39:29 +05'30'

RAJEEV PAI

Digitally signed by RAJEEV PAI DN: c=IN, o=Personal, 2.5.4.20=2af4e2f91d175cefa89b9720de0181af42a1455d7a43d5d8024689bb56ff0b94, postalCode=400606, st=MAHARASHTRA, 2.5.4.45=03410065393837386662306232353663633138396638306139393463383335313336663364613461623266386430623361366634623038616337306563306631346639, serialNumber=13e33b8b6d6add4bb6b2aceb29939832c240149be7c13ec4b58054b428f1f41d, cn=RAJEEV PAI Date: 2020.05.19 19:11:13 +05'30'

PARTH PRAKASH PATEL


MAKLER PRIVATE LIMITEDStatement of Profit and Loss for the year ended March 31, 2020

CIN No. - U27100DL2017PTC318039Amount in Rs.

Particulars Note No. For the year ended March 31, 2020

For the year ended March 31, 2019

I. Revenue from operations 12 662,521,845 544,915,851 II. Other Income 13 - 13,698,446 III. Total income (I+II) 662,521,845 558,614,297

IV. ExpensesPurchase of stock-in-trade 14 650,450,264 559,927,129 Finance costs 15 2,026,923 607,984 Other expenses 16 18,115,295 27,603,271 Total expenses 670,592,482 588,138,384

V. Loss before tax (III-IV) (8,070,637) (29,524,087)

VI. Tax expense - -

VII. Loss for the year (V-VI) (8,070,637) (29,524,087) VIII Other comprehensive income - -

IX. Total comprehensive income for the year (VII+VIII) (8,070,637) (29,524,087)

X. Earnings per share (of Rs. 10/- each)Basic (4.41) (3,690.51) Diluted (4.41) (3,690.51)

Significant accounting policies, key accounting estimates and judgements 1See accompanying notes to the standalone financial Statements




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BHUSHAN PRASAD


RAJEEV PAI


PARTH PRAKASH PATEL


MAKLER PRIVATE LIMITEDStatement of changes in Equity for year ended March 31, 2020

CIN No. - U27100DL2017PTC318039

(a) Equity share capitalParticulars Amount in Rs. As at April 1, 2018 80,000 Shares issued during the year - Balance as at March 31, 2019 80,000 Shares issued during the year 41,386,620 Balance as at March 31, 2020 41,466,620

(b) Other equity Amount in Rs. Particulars Retained Earnings Opening balance as at April 1, 2018 (37,000)Loss for the year (29,524,087)Closing balance as at March 31, 2019 (29,561,087)Loss for the year (8,070,637)Share issue expenses (41,387)Closing balance as at March 31, 2020 (37,673,111)

See accompanying notes to the standalone financial Statements





BHUSHAN PRASAD


RAJEEV PAI


PARTH PRAKASH PATEL


MAKLER PRIVATE LIMITEDStatement of Cash Flows for the year ended March 31, 2020

CIN No. - U27100DL2017PTC318039Amount in Rs.

Particulars For the year ended March 31, 2020


Cash flow from operating activitiesLoss before tax (8,070,637) (29,524,087) Adjustments for :Realised/unrealised exchange gain/ (loss) (8,738,065) 13,698,446 Finance costs 2,026,923 607,984 Profit/ (loss) from operating activities 2,694,351 (15,217,657)

Changes in working capital 132,951,723 521,231,964

Increase in other payables 1,042,448 5,666,202 (Increase) in trade receivables (66,073,597) (607,093,602) (Increase) in other receivables (7,706,894) (4,671,439) Cash generated from/(used) in from operations 62,908,031 (100,084,532) Direct taxes paid - - Net cash generated from/(used) in operating activities (A) 62,908,031 (100,084,532)

Cash flow from investing activities - -

Net cash generated from/ (used in) investing activities (B) - -

Cash flow from financing activitiesLoan from related party (note 19) - 100,100,000 Repayment of loan to related party (note 19) (100,100,000) - Interest paid to related party (note 19) (2,634,907) Proceeds from issue of equity shares (note 19) 41,386,620 - Stamp duty expenses towards issuance of shares (41,387) - Net cash flow generated from/(used) in financing activity (C ) (61,389,674) 100,100,000 Net increase in cash and cash equivalents (A+B+C) 1,518,357 15,468

Cash and cash equivalents - opening balances 73,468 58,000 Cash and cash equivalents - closing balances (note 4) 1,591,825 73,468

Note:The statement of cash flows is prepared using the “indirect method” set out in Ind AS 7 “Statement of Cash Flows”.See accompanying notes to the standalone financial Statements




Increase in trade payables


BHUSHAN PRASAD


RAJEEV PAI


PARTH PRAKASH PATEL


Notes to the Financial Statements for the year ended March 31, 2020 General Information

Makler Private Limited (“the Company”) is incorporated in India on May 23, 2017 under the Companies Act, 2013 with its registered office located at NTH Complex, 4th Floor, A-2 Shaheed Jeet Singh Marg, Qutab Institutional Area, Delhi – 110067. The Company is engaged in the business of buying, selling and otherwise trading or dealing in steel and its allied products, iron ore, coal, coke, brick-earth, ores, minerals and mineral substance, alloys and metal scrap of all kinds.

1. Significant Accounting policies

I. Statement of compliance

Standalone financial statements have been prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards (Ind AS) prescribed under the section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirement of Division II of Schedule III of the Companies Act 2013 , (Ind AS Compliant Schedule III),as applicable to standalone financial statements.

Accordingly, the Company has prepared these standalone financial Statements which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity for the year ended as on that date, and accounting policies and other explanatory information. The aforesaid financial statements have been approved by the Board of Directors in the meeting held on May 12, 2020.

II. Basis of preparation and presentation

The Standalone Financial Statements have been prepared on the historical cost basis except for certain financial instruments measured at fair values at the end of each reporting year, as explained in the accounting policies below.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1,2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity

can access at the measurement date; Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or

liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability.

Ind AS 116 supersedes Ind AS 17 Leases including evaluating the substance of transactions involving the legal form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model. Lessor accounting under Ind AS 116 is substantially unchanged under Ind AS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as in Ind AS 17. Therefore, Ind AS 116 did not have an impact for leases where the Company is the lessor. The Company currently does not have any material lease contracts where the Company is a lessee and hence the aforesaid amendments do not have any material impact on the Company’s financial statements. The Financial Statement is presented in INR except when otherwise stated.

Notes to the Financial Statements for the year ended March 31, 2020 Current and non-current classification

The Company presents assets and liabilities in the balance sheet based on current / non-current classification. An asset is classified as current when it satisfies any of the following criteria: it is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating cycle.

it is held primarily for the purpose of being traded; it is expected to be realized within 12 months after the reporting date; or it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least

12 months after the reporting date.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria: it is expected to be settled in the Company’s normal operating cycle; it is held primarily for the purpose of being traded; it is due to be settled within 12 months after the reporting date; or the Company does not have an unconditional

right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

All other liabilities are classified as non-current.

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

III. Revenue recognition

Sale of Goods The Company recognizes revenue when control over the promised goods or services is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Revenue is adjusted for variable consideration such as discounts, rebates, refunds, credits, price concessions, incentives, or other similar items in a contract when they are highly probable to be provided. The amount of revenue excludes any amount collected on behalf of third parties. The Company recognises revenue generally at the point in time when the products are delivered to customer or when it is delivered to a carrier for export sale, which is when the control over product is transferred to the customer. In contracts where freight is arranged by the Company and recovered from the customers, the same is treated as a separate performance obligation and revenue is recognized when such freight services are rendered.

IV. Foreign currencies

The functional currency of the Company is determined on the basis of the primary economic environment in which it operates. The functional currency of the Company is Indian National Rupee (INR).

The transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

V. Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

Notes to the Financial Statements for the year ended March 31, 2020 Current tax

Current tax is the amount of expected tax payable based on the taxable profit for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

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

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as deferred tax asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting year.

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.

Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they are relating to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

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

VI. Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost of raw materials include cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost of finished goods and work in progress include cost of direct materials and labor and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs.

Costs of inventories are determined on weighted average basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

VII. Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation.

Notes to the Financial Statements for the year ended March 31, 2020

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

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

VIII. Financial Instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instrument.

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

IX. 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 insignificant risk of changes in value. For the purpose of the Statement of cash flows, cash and cash equivalent consists of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

X. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for treasury shares, bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares).

Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares including the treasury shares held by the Company to satisfy the exercise of the share options by the employees.

XI. Key sources of estimation uncertainty and critical accounting judgements

In the course of applying the policies outlined in all notes under section 1 above, the Company is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future year, if the revision affects current and future year.

Notes to the Financial Statements for the year ended March 31, 2020

XII. Key sources of estimation uncertainty

Taxes Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

MAT is assessed on book profits adjusted for certain items as compared to the adjustments followed for assessing regular income tax under normal provisions. MAT paid in excess of regular income tax during a year can be set off against regular income taxes within a specified period in which MAT credit arises, subject to the limits prescribed.

MAKLER PRIVATE LIMITEDNotes forming part of the standalone financial statements

2. Other non-current financial assets Amount in Rs.

Particulars As at March 31, 2020


Security deposit 10,000 10,000 10,000 10,000

3. Trade receivables Amount in Rs.



Trade Receivables considered good - Secured - - Trade Receivables considered good - Unsecured 673,167,199 607,093,602 Trade Receivables which have significant increase in credit risk - - Trade Receivables - credit impaired - -

673,167,199 607,093,602

4. Cash and cash equivalents Amount in Rs.



Balances with bankin current account 1,591,825 73,468

1,591,825 73,468

5. Other current assets Amount in Rs.



Statutory dues receivable 12,368,333 4,661,439 12,368,333 4,661,439

6. Equity share capital As at

March 31, 2020 As at



March 31, 2019

(a) Authorised:Equity shares of Rs. 10 each 15,000,000,000 15,000,000,000 150,000,000,000 150,000,000,000

(b) Issued and subscribedOutstanding at the beginning of the year 8,000 8,000 80,000 80,000 Add: Shares issued during the year 4,138,662 - 41,386,620 - Outstanding at the end of the year 4,146,662 8,000 41,466,620 80,000

(c) Rights, preferences and restrictions attached to equity shares

(d) Details of shareholders holding more than 5% shares in the Company are set out below:

No. of Shares % of Shares No. of Shares % of SharesJSW Techno Projects Management Limited (including nominees) - 0% 8,000 100%Piombino Steel Limited (including nominees) 4,146,662 100% - 0%

7. Other equity Amount in Rs.



Deficit in retained earnings (37,673,111) (29,561,087)(37,673,111) (29,561,087)

Retained earnings are the profits/(losses) that the Company has earned till date. It is a free reserve available to the Company.

8. Borrowings Amount in Rs.



Loan from related party (note 19) - 100,100,000 - 100,100,000

The loan has been taken @ 11% per annum for business purposes.

9. Trade payables Amount in Rs.



(a) Total outstanding, dues of micro and small enterprises - -

Disclosure pertaining to micro, small and medium enterprises (as per information available with the Company) Amount in Rs.

Description As at March 31, 2020


Principal amount due outstanding as at end of year - - Principal amount overdue more than 45 days - - Interest due on above and unpaid as at end of year - - Interest paid to the supplier - - Payments made to the supplier beyond the appointed day during the year - - Interest due and payable for the year of delay - - Interest accrued and remaining unpaid as at end of year - - Amount of further interest remaining due and payable in succeeding year - -

No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person, nor any trade receivables are due from firms orprivate companies respectively in which any director is a partner, director or a member.

ParticularsNumber of shares Amount

The Company has single class of equity shares. Each holder of equity shares is entitled for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receivethe remaining assets of the Company after distribution of all preferential amount, in proportion to their shareholding.

As at March 31, 2020 As at March 31, 2019Particulars


(b) Total outstanding, dues of creditors other than micro and small enterprisesPayable for operational creditors 676,635,198 534,945,410

676,635,198 534,945,410

Payables other than acceptances are normally settled within 1 to 180 days.

10. Other current financial liabilities Amount in Rs.



Interest accrued but not due on borrowings (note 19) - 547,185 - 547,185

11. Other current liabilities Amount in Rs.



Statutory dues payable 6,708,650 5,727,001 6,708,650 5,727,001

12. Revenue from operations Amount in Rs.



Sale of traded goodsTrading of coal 614,940,613 544,915,851 Trading of steel products 47,581,232 -

662,521,845 544,915,851

Ind AS 115 (Revenue from contracts with customers)The Company has assessed and determined the following categories for disaggregation of revenue in addition to that provided under segment disclosure (refer note 21):

Amount in Rs.



Revenue from contracts with customer - sale of productsTrading of coal 614,940,613 544,915,851 Trading of steel products 47,581,232 - Total revenue from operations 662,521,845 544,915,851 India 662,521,845 544,915,851 Outside India - - Total revenue from operations 662,521,845 544,915,851 Timing of revenue recognitionAt a point in time 662,521,845 544,915,851 Total revenue from operations 662,521,845 544,915,851

Contract balances Amount in Rs.



Trade receivables 673,167,199 607,093,602

13. Other income Amount in Rs.



Unrealised exchange gain - 13,698,446 - 13,698,446

14. Purchase of stock-in-trade Amount in Rs.



Purchase of traded goods 650,450,264 559,927,129 650,450,264 559,927,129

15. Finance costs Amount in Rs.



Interest on borrowings (note 19) 2,026,923 607,984 2,026,923 607,984

16. Other expenses Amount in Rs.



Stamp duty - 2,500,000 Expenses incurred on increase in authorised share capital - 24,998,000 Legal and professional Fees 9,299,814 73,496 Realised exchange loss 8,738,065 - Miscellaneous expenses 77,416 31,775

18,115,295 27,603,271 Remuneration to auditors included in legal and professional Fees

As statutory audit fees 30,000 30,000 For certification and other services 30,000 -


17. Earnings per share Amount in Rs.



Net loss for the year (A) (8,070,637) (29,524,087) Weighted average number of equity shares for the purpose of calculating basic and diluted earnings per share (B)

1,828,899 8,000

Earnings per shareBasic (Face value of Rs. 10/- each) (A/B) (4.41) (3,690.51) Diluted (Face value of Rs. 10/- each) (A/B) (4.41) (3,690.51)

Note: There is no dilution to basic earnings per share during the year as there are no outstanding dilutive potential equity shares .

18. Income tax Amount in Rs.



Profit before tax (8,070,637) (29,524,087) Normal tax rate 26% 26%Expected income tax expense at statutory tax rate (2,098,366) (7,676,263) Tax effect of expenses not deductible in determining taxable profits

Stamp Duty - 650,000 Expenses incurred on increase in authorised share capital - 6,499,480 Interest on late payment of TDS 3,011 -

Deferred tax assets not recognized 2,095,355 526,782

19. Related party disclosuresA. Relationshipsa. Ultimate Holding Company

JSW Steel Limited (with effect from June 6, 2019)

b. Holding CompanyJSW Techno Projects Management Limited (upto June 5, 2019)Piombino Steel Limited (with effect from June 6, 2019)

c. Other related partyJSW International Trade Corp Pte LimitedJSW Minerals Trading Private Limited

d. Key Management PersonnelMr. Pankaj Singhal (upto September 15, 2018) DirectorMr. Akhilesh Kumar (upto September 15, 2018) DirectorMr. Rajeev Pai (with effect from September 15, 2018) DirectorMr. Kaustubh Kulkarni (with effect from September 15, 2018) DirectorMr. Bhushan Prasad (with effect from September 15, 2018) Director

B. Transactions with related parties Amount in Rs.



JSW Techno Projects Management LimitedFinance cost 2,026,923 607,984 Loan received/ (repaid) (100,100,000) 100,100,000 JSW International Trade Corp Pte LimitedPurchases of coal - 523,539,347 JSW Minerals Trading Private LimitedPurchases of coal 670,997,677 - Piombino Steel LimitedProceeds from issue of equity shares 41,386,620 - JSW Steel LimitedReimbursement of expenses incurred on our behalf 4,956,000 -

C. Balances with related parties Amount in Rs.



JSW Techno Projects Management LimitedLoan payable - 100,100,000 Interest payable - 547,185 JSW International Trade Corp Pte LimitedTrade Payables - 509,840,901 JSW Minerals Trading Private LimitedTrade Payables 670,997,677 - JSW Steel LimitedExpenses payable incurred on our behalf 4,956,000 -

20. Financial instruments20.1 Capital risk management

20.2 Categories of financial instrumentsAll financial assets and financial liabilities are measured at amortised cost.

The Company is working with thin equity capital structure model. After stabilization of business, the capital requirement will be reassessed. Since the Company is fully funded by parentcompany only through equity or borrowings, there is no capital risk.

Business loss can be carried forward for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains. Unabsorbed depreciation canbe carried forward for an indefinite period . Deferred tax asset on business losses of Rs. 8,059,057 expiring in financial year 2027-28 has not been recognised in the absence of probablefuture taxable business income.


20.3 Foreign currency risk management

As at March 31, 2020 Amount in Rs.Particulars USD INR TotalFinancial assetsTrade receivables - 673,167,199 673,167,199 Cash and cash equivalents - 1,591,825 1,591,825 Other non-current financial assets - 10,000 10,000 Total financial assets - 674,769,024 674,769,024 Financial liabilities Trade payables - 676,635,198 676,635,198 Total financial liabilities - 676,635,198 676,635,198

As at March 31, 2019 Amount in Rs.Particulars USD INR TotalFinancial assetsTrade receivables - 607,093,602 607,093,602 Cash and cash equivalents - 73,468 73,468 Other non-current financial asset - 10,000 10,000 Total financial assets - 607,177,070 607,177,070 Financial liabilities Short term borrowings - 100,100,000 100,100,000 Trade payables 509,840,901 25,104,509 534,945,410 Other financial liabilities - 547,185 547,185 Total financial liabilities 509,840,901 125,751,694 635,592,595

20.4 Market risk management

20.5 Interest risk management

20.6 Credit risk management

20.7 Commodity price risk

20.8 Liquidity risk management

21. Segment reporting

a. Revenue from operations Amount in Rs.



Domestic 662,521,845 544,915,851 Export - -

662,521,845 544,915,851

Revenue from operations have been allocated on the basis of location of customers.

b. Non-current assetsAll non-current assets of the Company are located in India.

c. Customer contributing more than 10% of revenue Amount in Rs.



Delta Global Inc. 310,000,000 - Delta Global Resources Private Limited 304,940,613 544,915,851

22. Contingent liabilitiesThe Company does not have any contingent liabilities as on March 31, 2020.

23. Subsequent eventsThere are no significant subsequent events that would require adjustments or disclosures in the financial statements.

The Company is in the business of coal and steel products trading activity, primarily operated in India and regularly reviewed by the Chief Operating Decision Maker for assessment ofCompany’s performance and resource allocation. The information relating to revenue from external customers and location of non-current assets of its single reportable segment has beendisclosed as below:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company is currently not exposed to risksrelated to changes in foreign currency exchange rates.

Interest rate is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company's exposure tofluctuations in cash flows due to change in interest rates is not there as the Company currently does not have fixed rate borrowings .

The Company is subject to fluctuations in prices for the purchase of coal and steel products. The Company purchased primarily all of its coal and steel requirements at prevailing marketrates during the year ended March 31, 2020.

24. The financial statements have been adopted by the Board of Directors on May 12, 2020 and signed on May 19, 2020. During the period of adoption and signing of financial statements,there have been no changes in the financial statements.

Liquidity risk refers to the risk of financial distress or extraordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedlydeteriorate and requiring financing.

The Company has domestic trading transactions during current financial year whereas all purchases were made in USD during FY 2018-19. The Company has settled all foreign currencyliability during the current financial year, hence there is no exposure to currency risk. There is no hedging policy currently followed by the Company.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Currently, the Company has single customer base. TheCompany selects customers after due diligence based on creditworthiness as a means of mitigating the risk of financial loss from defaults.

The Company’s functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuationsarise. Volatility in exchange rates affects the Company’s costs of imports, primarily in relation to raw materials. The Company is exposed to exchange rate risk under its trade portfolio. Thecarrying amounts of the Company’s monetary assets and monetary liabilities at the end of the reporting year are as follows:

MAKLER PRIVATE LIMITEDNotes forming part of the standalone financial statements25. Additional informationC.I.F. value of imports Amount in Rs.



Raw materials - 523,539,347- 523,539,347





BHUSHAN PRASAD


RAJEEV PAI


PARTH PRAKASH PATEL


shah gupta & co. tel: fax · cn=parth prakash patel date: 2020.05.19 22:40:42 +05'30'...

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