• • MUKESH P. SHAH & CO. CHARTERED ACCOUNTANTS •• 12, Oamoclar Niwas, 2nd Floor, 32/34, C. P. Tank Road, - 400 004. f() 2388 6293/2382 2633 E-mail: [email protected] CA. MUKESH P. SHAH CA. KETAN M. SHAH CA. DHARMESH H. SHAH • B. Com. (lions.) F.C.A • B. Com., F.C.A. B. Com., F.C.A. • INDEPENDENT AUDITOR'S REPORT • To The Members of National Spot Exchange Limited

• Report on the Financial Statement

• We have audited the accompanying financial statements of National Spot Exchange Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and • Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting • policies and other explanatory information. • Management's Responsibility for the Financial Statement Management is responsible for the preparation of these financial statements that give a true and fair • view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, • 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal • control 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. • Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of • Chartered Accountants of . Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial • statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the • assessment of the risks of material misstatement of the financial statements, whether due to fraud or • error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit • procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made • by management, as well as evaluating the overall presentation of the financial statements . • We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis • for our audit opinion . • Opinion In our opinion and to the best of our information and according to the explanations given to us, the • financial statements give the information required by the Act in the manner so required and give a • true and fair view in conformity with the accounting principles generally accepted in India: • a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, ~---~ 2013; • ,;:~ \". Sf.{~~ 0'' ,....~---..q..y ~ • ~«;__rr ',

• 12, Oamodar Niwas, 2nd Floor, 32134, C. P. Tank Road, Mumbai- 400 004. flJ 2388 6293/2382 2633 E-mail : [email protected]

CA. MUKESH P. SHAH CA. KETAN M. SHAH CA. DHARMESH H. SHAH • B. Com. {BOIUI.) F.C.A . B. Com., F.C.A. B. Com~ F.c.A. • b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that • date; and • c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. • Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the • Central in terms of sub-section (4A) of section 227 of the Act, we give in • the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. • 2. As required by section 227(3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our • knowledge and belief were necessary for the purpose of our audit; I • b) In our opinion proper books of account as required by law have been kept by the • Company so far as appears from our examination of those books; c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by • this Report are in agreement with the books of account; • d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the • Companies Act, 1956; • e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on • March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) • of section 274 of the Companies Act, 1956 . f) Since the Central Government has not issued any notification as to the rate at which the • cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no • cess is due and payable by the Company. For MUKESH P. SHAH & CO. • Chartered Accountants • Firm Registration No: 121719W • • Place: Mumbai • Date: • 1 7 MAY 2013 • •• •• • • MUKESH P. SHAH & CO. • CHARTERED ACCOUNTANTS • 12, Damodar Niwas, 2nd Floor, 32/34, C. P. Tank Road, Mumbai- 400 004. fl> 2388 6293/2382 2633 E-mail: [email protected] CA. MUKESH P. SHAH CA. KETAN M. SHAH CA. DHARMESII H. SHAH • B. Com. (Hons.) F.C.A. B. Com., F.C.A. a. c--. F.CA. • The Annexure referred to in paragraph 1 of the Our Report of even date to the members of • National Spot Exchange Limited. On the accounts of the company for the year ended 31st March. • 2013• On the basis of such checks as we considered appropriate and according to the information and • explanation given to us during the course of our audit, we report that: • i . (a) The Company has maintained proper records showing full particulars including • quantitative details and situation of fixed assets . (b) The fixed assets are physically verified by the management at reasonable intervals, which, • in our opinion, is reasonable having regard to the size of the Company and the nature of • its assets. No material discrepancies were noticed on such verification (c) The company has not disposed off any substantial part of fixed assets during the year and • accordingly going concern is not affected . • ii. (a) Inventory has been physically verified by the management at reasonable intervals • during the year (b) In our opinion and according to the information and explanations given to us, the • procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its • business . • (c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were • noticed on physical verification . • iii . The Company has not granted/taken any loan, secured or unsecured to/ from companies , firms or other parties listed in the register maintained under section 301 of the Companies Act • 1956 during the year hence, Paragraph 4 (iii) (a) to (g) of the Order are not applicable to the • Company. iv. In our opinion and according to the information and explanation given to us, there are • adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods • and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not • observed any continuing failure to correct major weakness in internal control system of the • company. v. (a) In our opinion and according to the information and explanation given to us by the • management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the • register maintained under Section 301 have been so entered . • • •• •• • • MUKESH P. SHAH & CO • CHARTERED ACCOUNTANTS • 12, Oamodar Niwas, 2nd Floor, 32/34, C. P. Tank Road, Mumbai- 400 004. Ill 2388 6293/2382 2633 E-mail: [email protected] CA. MUKESH P. SHAH CA. KETAN M. SHAH CA. DHARMESII H. SHAH • B. Com. (Boas.) F.C.A. B. Com., F.C.A. B. c-., F.c.A. • (b) In respect of transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, because of the unique • and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at • the relevant time. • vi . The company has not accepted any deposits from the public during the year. • vii. In our opinion, the Company has an internal audit system commensurate with the size and • nature of its business . viii. We are informed that the Central Government has not prescribed the maintenance of cost • records ujs. 209 (1) (d) of the Companies Act, 1956 for the products of the company . • ix. According to the information and explanation given to us in respect of statutory and other • dues:- (a) The undisputed statutory dues including Provident Fund, Investors Education and • Protection Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues have generally been regularly deposited with the appropriate authorities • though there has been a slight delay in few cases. The provisions relating to Employee's State • Insurance, Wealth Tax are not applicable to the company. (b) According to the information and explanations given to us, no undisputed amounts • payable in respect of Provident Fund, Investors Education and Protection Fund, Income Tax_ Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other undisputed statutory • dues were outstanding, at the year end, for a period more than six months from the date they became payable. The provisions relating to Employee's State Insurance, Wealth Tax are not • applicable to the company. • (c) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been • deposited on account of any dispute. • X • The company has no accumulated losses at the end of the financial year. The company has not incurred cash losses in this financial year and also in the financial year immediately preceding • the current financial year. • xi . Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to • a financial institution, bank or debenture holders . • xii . Based on our examinations of the records and the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of • shares, debentures and other securities . • xiii . In our opinion the company is not a Chit Funds, Nidhi or Mutual Benefit Fund I Society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as • -~ amended) are not applicable to the Company. ,~~4~ • ~~- ?_· r r- ~ -, '/y""-' l/,\:'' lcf /-.~-,--_ 1 ~ • (., •.:_::- ' •·' ."" ;:-orF'i ..T/P ; ()9 . ' )-- I , . . ) \ \.·. ")*J

• \ .• /Y •. ) \• J (--..-")ril ':<')-',_'. ..J <\~~ '-;,.... \.~'"'~ • <.~ ...... ::;..::,;;1-P • • • MUKESH P. SHAH & CO • • CHARTERED ACCOUNTANTS • 12, Oamodar Niwas, 2nd Floor, 32/34, C. P. Tank Road, Mumbai- 400 004. fl> 2388 6293/2382 2633 E-mail: [email protected]

CA. MUKESH P. SHAH CA. KETAN M. SHAH CA. DHARMESH H. SHAH • B. Com. (Hons.) F.C.A. B. Com., F.C.A. B. ·c-~ F.c.A. • xiv . In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4 (xiv) of the Companies (Auditor's • Report) Order, 2003 (as amended) are not applicable to the Company. • XV• In our opinion and according to the information and explanations given to us, the Company • has not given any guarantee for loans taken by others from bank or financial institutions . xvi Based on the information and explanations given to us by the management, term loan were • applied for the purpose for which the loans were obtained . • xvii . According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds are raised on short-term basis used for • long-term investments . • xviii . The company has not made preferential allotment of shares to parties or companies covered in • the register maintained under section 301 of the Companies Act, 1956 . • xix. The company did not have any outstanding debentures during the year. ,. XX. As informed to us, the company has not raised any money by way of public issues during the year. • xxi . Based upon 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 to us by the • management, we report that no fraud on or by the company has been noticed or reported • during the course of our audit. • For MUKESH P SHAH & CO. Chartered Accountants • Firm Regn. No. 121719W • ~~\J~c (MUKESH P .SHAH) • Partner • Membership No. 033862 Place: Mumbai ~~~ • Date: f.~Vr(,/,<::> r '~1 ~ cf 1 7 MAY 2D13 , :::::> ( ") 0 • I:?. [ MEM9rRSHIP ~ 9 t * r_ No. 33352 J:)* • '-\,-,(. ) \\·-<-\:,·'5_'~\... \_ J-'<-',.,. • "--..:!..:.":-tf:';, ~ ,/~,\J~~ • ~~ • •• • • NATIONAL SPOT EXCHANGE LIMITED • BALANCE SHEET AS AT March 31, 2013

• As at As at Notes 31 March 2013 31 March 2012 • f f ' ,. -,,_,_ ' • ~ ' -= -- Shareholders' Funds • Share capital 3 450,000,000 450,000,000 Reserves and surplus 4 1 408 448 184 160 489 131 • 1,858,448,184 610,489,131 Non-current liabilities • Deferred tax liabilities (Net) 5 5,702,132 26,021,097 other Lonq term liabilities 6 75,749,182 57,369,201 • Lonq-term provisions 7 3 743 403 3 962 383 85,194,717 87,352,681 Current liabilities • Short-term borrowinqs 8 291,215,617 - Trade payables 9 544.491,548 36,082,266 • other current liabilities 9 7,047,544,089 3,559,543,304 Short-term provisions 7 139 959 832 4 123 343 • 8,023 211 087 3 599 748 913 TOTAL 9,966 853,987 4 297_L_590,725 - . • ,•nr . , •ti.,.:••.· • Non-current assets Fixed assets • Tanqible assets 10 22,361,018 15,636,722 Intanqible assets 11 92,360,044 141,192,251 Capital work-in-profjress 982,170 9,303,158 • Intanqible assets under development - 827,250 Non-current investments 12 89,992,250 88,664,250 • Lonq-term loans and advances 13 5,997,489 38,998,857 Other non-current assets 14 25 586 567 60 262 399 • 237,279,538 354,884,888 Current assets Current investments 15 - 1,617,253,160 • Trade receivables 16 2, 742,138,821 130,849,957 Cash and Bank Balances 17 2,764,349,796 180,901,852 • Inventories 18 487,125,883 - Short-term loans and advances 13 339,096,958 570,993,128 • Other current assets 14 3 396 862 992 1 442 707 740 9,729 574,449 3,942 705,837 • TOTAL 9,966,853,987 4,297,590,725 Summary of significant accounting policies 2.1 • • For and on behalf of the Board of • The accompanying notes are an integral part of accounts Directors of National Spot Exchange • As per our report of even date ~fl-._ ~ • Anjani Sinha Shreekant Javalgekar • For Mukesh P. Shah & Co. Managing Director & CEO Director • Ch~~nj]~yV ~· Y\ . po.."' ~ c:- ~ Nirav Pandya • Mukesh P. Shah Company Secretary • Partner Membership No. 33862 61 • :~/ 1u7a~AY 2013 •• • National Spot Exchange Limited • STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2013 Notes • For the year ended For the year ended 31 March 2013 31 March 2012 • { { • Revenue from operations 19 4,720,185,184 819,444,169 • Other income 20 663,901,019 124,464,490 • Total Revenue {I) 5,384,086,204 943,908,659 .., .. - """'""-·"""""''~- • .. - Purchases of traded goods 21 3,318,848,016 - (Increase)/ Decrease in inventories of finished goods and • 22 Stock-in-Trade (487,125,883) • Employee benefits expense 23 112,060,977 96,364,809 • Other expenses 24 585,073,513 459,885,808 Total expenses {II) 3,528,856,623 556,250,617

• Earnings before interest, tax, depreciation and • ammortization {EBITDA) {I-II) 1,855,229,581 387,658,042 Depreciation and amortization expense 25 57,365,287 56,002,229 • Finance costs 26 3,480,480 15,631 959 • Profit before tax 1, 794,383,814 316,023,854 Tax expense: • Current tax 566,743,727 55,799,568 MAT Credit - (22,165,465) • Deferred tax (20,318,965) 26 021,097 Total Tax Expense 546,424,762 59,655,200 • Profit for the Year from continuing operations 1 247,959,053 256,368,654 • Earnings per equity share: 27 (1) Basic 27.73 5.70 • (2) Diluted 27.73 5.70 • For and on behalf of the Board of Directors of National • The accompanying notes are an integral part of accounts Spot Exchange Limited • As per our report of even date ~~ • Anjani Sinha Shreekant Javalgekar • For Mukesh P. Shah & Co. Managing Director & CEO Director • Chartered Accountants N •1-'\. .:> ~ "J~~j2~ I . J ""'"'"' :J .._:,._ ~ • Nirav Pandya Mukesh P. Shah Company Secretary • Partner Membership No. 33862 • Place : Mumbai • Date : 1 7 MAY 2013 • • • NATIONAL SPOT EXCHANGE LIMITED • CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31 ,2013

rortneyear FOrtne year • ended March 31, ended March 31, 2013 2012 • A. Cash Flow from Operating Activities before taxation Net profit before taxation 1,794,383,814 316,023,854 Adjustments for - • Depredation 57,365,287 56,002,229 Dividend Income (154,084,628) (54,527,469) Interest Expenses 500,316 15,465,936 • Interest Income (495,527,923) (29, 782,347) Profit on sale of Investments (964,062) - Loss on sale of fixed asset 935,123 531,054 • Bad Debts 88,662 15,250,227 Provision for doubtful trade and other receivables, loans and advances 66,533,815 41,419,244 Profit on sale of fixed asset (53,097) • Unreallsed foreign exchange (gain)/ loss (906 592 - Operating profit/ (loss) before working capital changes 1 268 323 812 360 329 631 Movements In working capital : • Decrease I (Increase) In Inventories (487,125,883) - Decrease 1 (Increase) In other current assets (1,998,714,258) (1,377,824) Decrease I (Increase) In other non current assets 34,675,832 (52,977,220) Decrease 1 (Increase) In trade receivables (2,633,352,335) 764,368,157 • 563,026,484 Decrease I (Increase) In long terrn loans and advances (543,045,398) Decrease I (Increase) In short terrn loans and advances 231,896,170 (1,541,184,692) Increase I (Decrease) In trade payables 507,337,583 (73,278,858) • 3,623,837,275 2,160,140,950 Increase I (Decrease) In current liabilities & provisions Increase I (Decrease) In non current liabilities & provisions 18 161 001 39 819 664 Cash generated from operations 21 993 800 2 218 866 293 • 540,696,961 37,675,055 Direct taxes paid (net of refunds)

• Net Cash from Operating Activities 518 703 161 2 181 191 238 • B. Cash Flow from Investing Activities Purchase of fixed assets (7,364,526) (12,491,303) Proceeds from sale of fixed assets 320,264 303,442 • Purchase of current investments( Including dividend reinvestment) (33,650,669,208) (7,842,331,327) Proceeds from sale of current Investments 35,268,886,429 6,392,235,190 Purchase of non current Investments (1,328,000) (17,312,400) • Deposits( with maturity more than 3 months) (1,590,040,834) (78,769,134) Proceeds of deposits matured 78,769,137 61,350,171 Loans given (8,822,500,000) (1,653,000,000) • Loan realised 9,372,500,000 1,103,000,000 Dividend received from subsidiaries 4,425,863 - Dividend from investments 149,658,766 54,527,469 • Interest received from subsidiarlles 76,209,750 18,863,415 Interest others 435 832 726 10 918 932 • Net Cash Used in investing activities 1 314 700 364 1 962 705 546 C. Cash Flow from Financing Activities

Proceeds from short terrn borrowings 293,193,907 - • (200,000,000) Repayment of short terrn borrowings Interest Paid (500 316\ (15 465 936 • Net Cash from financing activities 292 693 592 215 465 936

• 3,019,757 Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 1,088,690,796 Cash and Cash Equivalents (Opening Balance) 102 132 719 99 112 962 cash and Cash Equivalents (Closing Balance) 1190 823 515 102 132 719 • (1,088,690, 796) (3,019,757) Closing Balance of Cash and Cash Equivalents consists of: • Components of cash and cash equivalents Cash on Hand 25,783 58,549 Bank Balances: • - In Current Accounts 335,213,917 99,896,725 - In Deposits Accounts (Maturing Less than 3 Months) 839,069,261 2,177,444 - Interest accrued on fixed deposits 16 514 553 - • Cash and Cash Equivalents In Cash Flow Statement 1190 823 515 102 132 719 Cash and bank Balance 1 190 823 515 102 132 719 Notel: The aoove cashtlow statement has oeen prepared under the Indirect • method setout In Accounting Standard 3 - Cash Flow Statement, notified persuant to the Companies (Accounting Standards Rules), 2006 (as • ammended) . • As oer our reoort of even date For Mukesh P. Shah • Co. For and on behalf of the Board of Directors of Natlon~lSpot Exchange • Limited :::r:~~ 'o_~ . / • Mukesh P. Shah Partner Anjanl Sinha Shreekant Javalaekar • Membership No. 33862 Managing Director Director &CEO Place : Mumbal • Date: 1 7 MAY Z013 1'J. t"f\. ,., """" ..l'"'\ -: Nirav Pandya --l :Z. • • Company Secretary •• •• a • NATIONAL SPOT EXCHANGE LIMITED • Notes to fmancial statements for the year 2012-13 *• 1. Corporate Infonnation National Spot Exchange is a pan India regulated electronic spot exchange offering trading • in various agricultural, metals and industrial commodities through its platform. It also offers customized procurement solutions to government agencies and private companies. • It also offers services like warehousing and collateral management services to market • participants 2. Basis of preparation

The financial statements have been prepared to comply in all material respects with the • Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 (the Act). The financial • statements have been prepared under the historical cost convention on an accrual basis . The accounting policies have been consistently applied by the Company. All assets and • liabilities have been classified as current or non-current as per the Company's normat operating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. • Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has • ascertained its operating cycle as upto twelve months for the purpose of current - • noncurrent classification of assets and liabilities. • 2.1. Statement of signifiCant accounting policies • A. Use of estimates ~ The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the • date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management's best knowledge of current events •• and actions, actual results could differ from these estimates . • B. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation and impairment losses if • any. Cost comprises the purchase price and any attributable cost of bringing the asset to • its working condition for its intended use . • c. Depreciation Depreciation is provided using the Straight Line Method as per the useful lives of the assets estimated by the management, or at the rates prescribed under schedule XIV of - the Act whichever is higher. • • • •& • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to financial statements for the year 2012-13 Rate Schedule XIV • Rates (SLM) (SLM) • Office Equipment 4.75% 4.75% Computers 16.21% 16.21% • Furniture 6.33% 6.33% Vehicles 9.50% 9.50% • Networking Equipments 20% . 4.75% In case of assets acquired during the year from the group companies depreciation has been charged based on the residual life of the asset .

• Depreciation in respect of assets acquired during the year whose actual cost does not • exceed Rs.5,000 has been provided at 100% . Leasehold improvements are amortized over the primary period underlying lease of the • office premises or estimated useful life, whichever is lower. • D. Impainnent The carrying amounts of assets are reviewed at each balance sheet date if there is any • indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. ·• The recoverable amount is the greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present • value at the weighted average cost of capital .

• Intangible assets • E. Trademarks are amortized over ten years considering their related useful lives. Software is • amortized at the rate of 16.21% from the date of installation. Any additions to the base • software are amortized over the remaining useful life of the software . • F. Leases • Where the Company is the lessee Leases where the lessor effectively retains substantially all the risks and benefits of • ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account on a straight-line basis over • the lease term . • Where the Company is the lessor • Assets subject to operating leases are included in fixed assets. Lease income is recognised in the Profit and Loss Account on a straight-line basis over the lease term. Costs, including • depreciation are recognised as an expense in the Profit and Loss Account. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Profit • and Loss Account . • •• •• • 1111 ______• • NATIONAL SPOT EXCHANGE LIMITED • Notes to financial statements for the year 2012-13 • G. Invesbnents • Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term • investments. Current investments are carried at lower of cost and fair value determined • on an individual investment basis. Long-term investments are carried at cost . • H. Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow • to the Company and the revenue can be reliably measured . • a) In case of sale of goods revenue is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer. Excise Duty, Sales Tax and VAT • deducted from turnover (gross) are the amount that is included in the amount of turnover • (gross) and not the entire amount of liability raised during the year. b) Admission Fees (non refundable) and Processing Fees from new members for joining • the exchange are recognized when the membership is approved. Amount received from • prospective members towards admission fees is forfeited and recognized as income in the year when allotment of membership is pending for a period more than one year on • account of non receipt of documents. c) Annual subscription fees are charged upfront and recognized on accrual basis in the '*• financial year in which it is charged . d) Transaction fees are charged to members based on the volume of transactions entered • into by the members through the exchange. These are accrued when orders placed by • members on the network are matched and confirmed . e) Delivery fees are charged to members on the basis of trades executed. In case of seller • members, delivery fees are recognized on accrual basis and in case of buyer members, delivery fees are recognized at the time of withdrawals of commodities from the • exchange/exchange accredited warehouses .

• f) Warehouse receipts transfer charges are charged to buyer and seller on accrual basis on • completion of trade settlement . • g) Storage charges are accrued as income on the completion of the storage cycle and are • exclusive of service tax, if any . h) Warehouse management charges are levied to recover the cost of day to day • administrative management of the warehouse and accrued on completion of the billing • cycle and are exclusive of service tax if any . i) Procurement service charges are levied on value of procurement and are recognized on • accrual basis on completion of procurement and processing activity . • j) In case of joint procurement activities for export purposes, the company carries out • domestic procurement of the commodities for exports and the exporter carries out export • •• •• • 111111 • • NATIONAL SPOT EXCHANGE LIMITED • Notes to fmancial statements for the year 2012-13 • of the goods outside India. Income/ loss thereof is accounted for on effecting of export of • goods by the exporter. k) Networking equipments deposits (non refundable) are treated as income in the year in • which it is received . • I) Dividend income is recognized when the Company's right to receive dividend is • established . m) In case of interest income, revenue is recognised on a time proportion basis taking • into account the amount outstanding and the rate applicable . • I. Foreign Currency Transactions • (i) Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the • foreign currency amount the exchange rate between the reporting currency and the •• foreign currency at the date of the transaction . • (ii) Conversion Foreign currency monetary items are reported using the closing rate. Non-monetary items • which are carried in terms of historical cost denominated in a foreign currency are • reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency • are reported using the exchange rates that existed when the values were determined . • (iii) Exchange Differences • Exchange differences arising on the settlement of monetary items are recognized as • income or as expenses in the year in which they arise . • J. Retirement Benefits and Other Employee Benefits Retirement benefits in the form of Provident Fund are in the form of a defined contribution • scheme and the contribution is charged to the Profit and Loss Account of the year when the contributions to the provident fund is due. There are no other obligations other than • the contribution payable to the respective funds . • The Company's liability towards gratuity is funded through a scheme (Group Gratuity) administered by the Life Insurance Corporation of India. Leave encashment on retirement • is provided on actual basis in accordance with the Company's scheme in this respect . Gratuity liability are defined benefit obligation and is provided for on the basis of an • actuarial valuation using projected unit cost method made at the end of each year. • • •• • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to fmancial statements for the year 2012-13 • Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation at year end. The • actuarial valuation is done as per projected unit credit method . • Actuarial gains/losses are immediately taken to profit and loss account and are not • deferred . • K. Income Taxes Tax expense comprises of current and deferred tax. Current income tax is measured at • the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. Deferred income taxes reflects the impact of current year • timing differences between taxable income and accounting income for the year and • reversal of timing differences of earlier years . Deferred tax is measured based on the tax rates and the tax laws enacted or substantively • enacted at the balance sheet date. 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 tax assets and deferred tax liabilities relate to the taxes on • income levied by same governing taxation laws. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be • available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets • are recognized only if there is virtual certainty supported by convincing evidence that they • can be realized against future taxable profits . At each balance sheet date the Company re-assesses unrecognized deferred tax assets. It • recognizes deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available • against which such deferred tax assets can be realized . • The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is • no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any • such write-down is reversed to the extent that it becomes reasonably certain or virtually • certain, as the case may be, that sufficient future taxable income will be available . • Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognizes MAT credit available as an asset only to the • extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried • forward. In the year in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of • Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as "MAT Credit Entitlement." • The company reviews the "MAT credit entitlement" asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will • pay normal tax during the specified period . • •• • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to financial statements for the year 2012-13 • L. Segment Reporting Polides • Identification of segments: • The Company's operating businesses are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic • business unit that offers different products and serves different markets. • Allocation of common costs : • Common allocable costs are allocated to each segment according to the relative • contribution of each segment to the total common costs . • Unallocated items: Includes general corporate income and expense items which are not allocated to any • business segment . • Segment Policies : • The Company prepares its segment information in conformity with the accounting policies • adopted for preparing and presenting the financial statements of the Company as a whole . • M. Earnings Per Share • Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares • outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted • average number of shares outstanding during the year are adjusted for the effects of all • dilutive potential equity shares . • N. Provisions A provision is recognized when an enterprise has a present obligation as a result of past • event; it is probable that an outflow of resources will be required to settle the obligation, • in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation • at the balance sheet date. These are reviewed at each balance sheet date and adjusted to • reflect the current best estimates . • o. Cash and cash Equivalents • Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank • and in hand and short-term investments with an original maturity of three months or less . • P. Measurement of EBITDA As permitted by the Guidance Note on the Revised Schedule VI to the Companies Act, • 1956, the Company has elected to present earnings before interest, tax, depreciation and • •• • • NATIONAL SPOT EXCHANGE LIMITED

• 3. Share capital As at As at • 31 March 31 March 2013 2012 • f f Authorised

• 50,000,000 (31 March 2012: 50,000,000) Equity Shares of Rs.10/- eaCh 500,000,000 500,000,000

• Issued,subscribed and fully paid up 45,000,000 (31 March 2012: 45,000,000) Equity Shares of Rs.10/- each • fully paid up 450,000,000 450,000,000 • 450,000,000 450,000,000 Reconciliation of shares outstanding at beginning and end of reporting period • As at 31 March 2013 As at 31 March 2012 Particulars • No . f No. ~ Shares outstanding at the beginning of the year 45,000,000 450,000,000 45,000,000 450,000,000 • Shares Issued during the year Shares bought back during the year • Shares outstanding at the end of the year 45,000,000 450,000,000 45,000,000 450,000.000 • Shares held by holding/ultimate holding company and/or their subsidiaries/associates Out of equity shares issued by the company, shares held by its holding • company, ultimate holding company is as below: As at As at 31 March 31 March • 2013 2012 f f • Financial Technologies India Limited, the holding company 449,999,000 449,999,000 44,999,900 (31 March 2012 : 44,999,900) equity shares of Rs. 10/- each • fully paid held by holding company and it's nominees • 449,999,000 449,999,000 • Details of shareholders holding more than 5% shares in the company • As at 31 March 2013 As at 31 March 2012 %holding in %holding in No. the class No. the class • Financial Technologies Ltd. 44,999,900 equity shares are held by the holding company and its • nominees, paid up value amounting to Rs.449,999,000 (31 March 2012: • 449,999,000), 44,999,900 99.99% 44,999,900 99.99% The Company has only one class of equity shares having a par value of • Rs.10 per share. Each holder of equity shares is entitled to one vote per • share . No bonus shares have been issued to equity share holders in last five years • ( or since incorporation of the company) No equity shares have been bought back in last five years ( or since • incorporation of the company) • • •• • • NATIONAL SPOT EXCHANGE LIMTED • 4. Reserves and surplus As at As at 31 March 31 March • 2013 2012 ~ ~ • Security Guarantee Fund Balance as per Last Financial Statements • Add: amount transferred from surplus balance in the statement of 6,466,448 profit and loss (refer note 35) Add: amount transferred from surplus balance in the statement of • 2,000,000 profit and loss (refer note 35) • Closing Balance 8 466 448 • Surplus/Deficit in the statement of Profit & Loss Balance as per last financial statements 160,489,131 (95,879,523) ( +) Net Profit/(Net Loss) For the current year 1,247,959,053 256,368,654 • Less: Appropriations Transfer to Security Guarantee Fund (refer note 35) (6,466,448} • Transfer to Security Guarantee Fund (refer note 35) (2,000,000) • Net Surplus in the statement of Profit & Loss 1,399,981,736 160,489,131 • Total Reserves and Surplus 1,408,448,184 160,489,131 As at As at • 31 March 31 March 5. Deferred tax liability (Net) 2013 2012 • ~ ~ In accordance with the Accounting Standard 22 on Accounting for • Taxes on Income, the Company has made adjustments in its accounts for deferred tax liabilities/ assets. • Deferred tax liability Fixed assets : Impact of difference between tax depreciation and • depreciation/ amortization charoed for the financial reoortino 31,648,065 42,082,984 Others • Gross deferred tax liability 31,648,065 42,082,984 • Deferred tax asset Carry forward losses Provision for diminution in the value of investments • Provision for doubtful debts 22,644,980 13,438,474 Gratuity/Leave encashment 3,300,952 2,623,414 • Gross deferred tax asset 25,945,932 16,061,888 • Net deferred tax Asset/ (Liability) {5,702,132) (26,021,097) • For the previous year, the Company had recognized deferred tax asset on the accumulated carry forward business losses and unabsorbed • depreciation only to the extent of net deferred tax liability. Deferred tax asset on balance amount of accumulated carry forward business losses and unabsorbed depreciation was not recognized as the Company was • unable to substantiate virtual certainty of future profits against which • such asset coould be realized . 6. Other Long Term Liabilities • As at As at 31 March 31 March • 2013 2012 • ~ ~ Members Liabilities 70,064,944 55,504,939 • Members deposits against VSAT 684,238 1,864,262 Deposits from settlement bank 5,000,000 • Total 75,749,182 57,369,201 • • • • NATIONAL SPOT EXCHANGE LIMITID

• 7. Provisions Long Term Short Term As at As at As at 31 March 31 March As at 31 March • 2013 2012 31 March 2013 2012 • Provisions

Gratuity 2,660,443 1,230,189 Leave Encashment 3,743,403 3,962,383 3,307,694 2,893,154 • Provision for Income Tax (net of advance tax} 133,991,695 • Total 3,743,403 3,962,383 139,959,832 4,123,343 8. Short Term Borrowings • As at As at 31 March 31 March • 2013 2012 ~ ~ Buyers Credit from bank (Secured) 91,799,591 • (Buyers Credit from carries interest at 1.14% for a tenure of 90 days. The buyers credit is • secured aaainst FOR's and stocks\ Cash Credit from bank (Secured) 199,416,026 . (Cash Credit from HDFC bank is secured against FOR's and • stocks) • Total 291,215,617 The above amount includes : As at As at • 31 March March 31 2013 2012 • ~ ~ Secured Borrowings 291,215,617 • Unsecured Borrowings • Total 291,215,617 As at As at • 31 March 31 March 9. Other Current Liabilities 2013 2012 • ~ ~ • Trade Payables 544,491,548 36,082,266 • Other Liabilities Members liabilities 6,689,274,883 3,539,001,896 Advances from members 2,565,594 3,371,452 • Settlement guarantee fund (refer note 35) 6,466,448 Trade Deposits 222,800,000 • Contractual Reimbursable expenses 90,558,571 88,833 Other Payables • Statutory remittances (Contributions to Pf and ESIC, Withholding Taxes, APMC cess, VAT, Service Tax, etc.} 42,345,042 10,614,675 • Total 7,047,544,089 3,559,543,304 • • • • •• • • NAnoNALSPOTEXCHANGEL~ • 10. Tangible assets Computer Office Fumitures and Leasehold VSAT Vehicles Total • hardware equipment fixtures improvements Gross Block I(' I(' I(' I(' I(' I(' I(' • At 1 April 2011 917,232 20,028,863 3,209,495 109,548 2,425,163 3,284,479 29,974,780 Additions 101,903 1,008,381 88,417 126,561 832,550 203,083 2,360,895 Disposals 564,078 107,649 881,551 323,730 1,877,008 • Other adjustments - Exchange differences • - Borrowing costs At 31 March 20U 1,019,135 20,473,166 3,190,263 236,109 2,376,162 3,163,832 30,458,667 • Additions 90,899 12,374,943 1,062,650 56,795 13,585,287 Disposals 384,712 209,868 2,960,749 3,555,329 • Other adjustments - Exchange differences - Borrowing costs • At 31 March 2013 1,110,034 32,463,397 4,043,045 292,904 2,376,162 203,083 40,488,625

• Depreciation At 1 April 2011 351,072 8,216,465 350,031 50,760 723,769 1,568,015 11,260,112 • Charge for the year 197,759 3,398,657 161,721 31,025 222,915 645,369 4,657,445 Disposals 354,173 23,233 394,481 323,725 1,095,612 • At 31 March 2012 548,831 11,260,949 488,519 81,785 552,203 1,889,659 14,821,945 Charge for the year 217,876 4,653,418 197,008 24,198 225,735 287,369 5,605,603 Disposals 206,513 40,507 2,052,922 2,299,942 • At 31 March 2013 766,707 15,707,854 645,020 777,938 124,106 18,127,607 105,983

• NetBiock At 31 March 2012 470,304 9,212,217 2,701,744 154,325 1,823,959 1,274,173 15,636,722 • At 31 March 2013 343,327 16,755,543 3,398,025 186,921 1,598,224 78,977 22,361,018 11. Intangible assets • Computer TradeMark Total software • Gross Block I(' I(' I(' At 1 April 2011 278,500 295,326,645 295,605,145 • Additions Disposals Other adjustments • - Exchange differences - Borrowing costs • At 31 March 2012 278,500 295,326,645 295,605,145 Additions 39,326 2,888,151 2,927,477 • Disposals Other adjustments • - Exchange differences - Borrowing costs • At 31 March 2013 317,826 298,214,796 298,532,622 Depreciation • At 1 April 2011 98,058 102,970,052 103,068,110 Charge for the year 27,850 51,316,934 51,344,784 • Disposals At 31 March 2012 125,908 154,286,986 154,412,894 • Charge for the year 31,341 51,728,343 51,759,684 Disposals • At 31 March 2013 157,249 206,015,329 206,172,578 • Net Block At 31 March 2012 152,592 141,039,659 141,192,251 • At 31 March 2013 160,577 92,199,467 92,360,044 • •• • • NATIONAL SPOT EXCHANGE LIMITED • 12. Non current investments As at As at 31 March 31 March • 2013 2012 f f Non Trade Investments Valued at Cost Unless stated otherwise • Unquoted Instruments Investment in Subsidiaries • 88,51,725 (31 March 2012: 88,51,725) Equity Shares of Rs.10/- each fully paid of Indian Bullion Market Association 88,517,250 88,517,250 Limited. • 2,550 (31 March 2012: NIL) Equity Shares of Rs.100/­ 255,000 each fullv oaid of Western Ghats Aaro Growers Co. Ltd. • 100,000 (31 March 2012: NIL) Equity Shares of Rs.10/­ each fully paid of Farmers Agricultural Integrated 1,000,000 Develooment Alliance ltd. • Government And Trust Securities 29 (31 March 2012:20) National Savings Certificates 220,000 147,000

• Total 89,992,250 88.664,250 • Aggregate amount of unquoted Instruments 89,992,250 88,664,250

• 13. Loans And Advances Non Current Current • As at As at As at As at 31 March 31 March 31 March 2013 31 March 2012 2013 2012 • Capital Advances f f Secured, considered good • Unsecured, considered good 3 171 005 2 422 595 (A) __~3~17~1~0~0~5--~2~4~2~2~5~95~·~00~------• Security Deposit • Unsecured, considered good 859,047 8,111,443 2,276,573 (8) ____~8~5~9~0~4~7 ____ ~8~1~1~1~4~4~3~------~2~2~7~6~5~73~------• Loans And Advances To related Parties Unsecured, considered good 1 000 000 550 000 000 • (C) ______-=1~o~o~o~o~oo~~5~5~oco~o~o~o~oo~ Advances Recoverable in Cash or Kind • Unsecured, considered good 145 086 300 780 593 989 932 (0) ______~1~4~5~0~86~------~30~0~7~8~0~5~9~3 ______9~8~9~9~3~2~ • Other Loans And Advances Prepaid expenses 835,251 1,828,384 21,439,110 19,413,895 • Loans to employees 1,085,385 397,782 839,976 589,300 Advance Tax & TDS (Net of provision) 26,046,766 • Balances with Statutory I Government Authorities 46 801 46 801 12 760 707 (E) __~1~,9~6~7L,4~3~7--~2~8~,3~1~9,~7~33~------~3~5~,0~3~9~,7~9~3----~20~,0~0~3~,1~9~5- • Total (A+B+C+D+E) 5,997,489 38,998,857 339,096,958 570,993,128

• 14. Other Assets Non Current Current As at As at As at As at • 31 March 31 March 31 March 2013 31 March 2012 2013 2012 f f • Unsecured considered good Others • Non Current Bank balances (refer note 17) 23 801485 56 995 141 (A) 23 801485 56 995 141 • Interest accrued on Fixed deposits 1,785,082 3,267,258 46,095,725 3,392,526 • (B) 1,785,082 3,267,258 46,095,725 3,392,526 Others- Contractually reimbursable expenses Unsecured considered good 3,350,767,267 1,439,315,217 • Doubtful 85,041,900 40,482,894 Provision for doubtful advances (85,041,900) (40,482,894) • (C) 3 350 767 267 1 439 315 217 • Total (A+B+C) 25,586,567 60,262,399 •• • • NATIONAL SPOT EXCHANGE LIMITED 15. Current investments • As at As at 31 March 31 March • 2013 2012 f f • Current Investments (Valued at lower of cost and fair value unless stated otherwise l Unquoted Equity Instruments • Unquoted Mutual funds Nil (31 March 2012:21,691,764.313 units@~ 10.05 each of 217,028,271 • Reliance LiQuidity Fund - Daily Dividend Plan) Nil ( 31 March 2012:512,869.74 units@~ 100.01 each oftCIO • Prudential Sweep Plan - Cash Option Daily Dividend 51,292,872 Reinvestment) • Nil (31 March 2012:16,57,979.85 units@~ 100.02 each of ICICI Prudential Institutional Liquid Fund - SIP Daily Dividend 165,835,456 • Reinvestment Plan) Nil (31 March 2012: 208,114.92 units@~ 1005.50 each of Canara Robeco Liquid - Super Institutional Daily Dividend 209,259,557 • Reinvestment Plan) Nil (31 March 2012: 213,961.26 units@~ 1000.10 each of 213,983,318 • Axis LiQuid Fund - Institutional DDR) Nil (31 March 2012: 209,654.16 units@~ 1019.44 each of UTI • Liquid Cash Plan Institutional - Daily Dividend Reinvestment) 213,731,027 Nil (31 March 2012: 1,000,000 units @ ~ 10 each of L & T 10,000,000 • Short Term Debt Fund- Growth) Nil (31 March 2012: 219,985.93 units@~ 1001.72 each of • Ultra Short Term Fund - Institutional Daily Dividend 220,363,208 Reinvestment) • Nil (31 March 2012: 100,060.59 units @ ~ 1000 each of lOBI • Ultra Short Term Fund - Daily Dividend Reinvestment Plan) 100,060,592 Nil (31 March 2012: 215,644.95 units@~ 1000.25 each of 215,698,859 IDFC Cash Fund - Super lnst Plan C - DDR) • Total 1,617.253.160 • Aggregate amount of unquoted instruments 1,617,477,360 • 16. Trade Receivables As at As at • 31 March 31 March 2013 2012 f f • Trade receivables outstanding for a period less than six months from the date they are due for payment • Secured, considered good Unsecured, considered good 1,990,624,874 110,321,916 • Unsecured, considered doubtful Less: Provision for doubtful debts • 1,990,624,874 110,321,916 Trade receivables outstanding for a period exceeding six • months from the date they are due for payment Secured, considered good • Unsecured, considered good 751,513,947 20,528,041 • Unsecured, considered doubtful 23,805,730 1,742,258 Less: Provision for doubtful debts (23,805,730) (1,742,258) • 751,513,947 20,528,041 • Total 2, 742,138,821 130,849,957 • •• • • NATIONAL SPOT EXCHANGE UMITEO 17. Cash and Bank Balances • Non Current Current As at As at As at As at 31 March 2013 31 March 2012 31 March 2013 31 March • 2012 c :( :( t :( Cash And Cash Equivalents

Balances with Banks • On current Accounts 335,213,917 99,896,725 Deposits with maturity less than 3 2,177,444 • months 839,069,261 cash on hand 25 783 58 549 1,174,308,961 102,132,718 • Other Bank Balances ~ Bank deposits with more than 3 but less than 12 months maturity 1,590,040,834 78,769,134 .. Bank deposits with more than 12 months maturity 23 801485 56 995 141 23,801,485 56,995,141 1,590,040,834 78,769,134

• Total 23,801,485 56,995,141 1801901,852 2, 76413491796 • The above amount includes Bank deposits with more than 12 • months maturity 23,801,485 56,995,141 Amount disclosed under the head • "Other assets" (refer note 14) !2318011485) !561995,141} 18. Inventories • 31 Mar 2013 31 Mar 2012 :( :( (Valued at lower of cost or net • realizable value whichever is • lower) Traded goods 487,125,883 • Total 487 125,883 • 19. Revenue from operations 31 Mar 2013 31 Mar 2012 • :( :( Sale of goods 2,917,863,398 Sale of services 1,766,328,557 819,391,527 • Other operating revenues 35,9931229 521642 Total 4,72011851184 819,4441169

• Details of sale of goods 31 Mar 2013 31 Mar 2012 • Goods :( :( Agricultural 2,865,845,113 Non Agricultural 52 018 285 • Total 2,9171863,398 • Details of services rendered • Transaction Fees 355,717,974 340,510,966 Admission Fees (Approved) 64,850,000 101,405,000 Application Processing Fees - Memb 425,000 870,000 Annual Subscription Fees 14,727,500 12,247,500 • Warehouse receipt Transfer Olarge~ 1,137,892,848 84,733,914 Exchange Delivery Charges 10,852,812 106,934,690 • Procurement commission 102,468,893 142,873,215 Warehouse income 79,393,530 29,816,242 • Total 1176613281557 8191391,527 • •• ••

• 1111 • NATIONAL SPOT EXCHANGE LIMITED 24. Other Expenses • 31 Mar 2013 31 Mar 2012 • ~ f Electricity Charges 4,884,652 4,545,274 • Rent 65,349,193 53,478,801 Insurance 7,155,351 1,476,842 • Handling & Transportation 10,725,812 3,032,698 Repairs and maintenance - Others 3,513,348 2,505,593 • Advertising and sales promotion 15,790,580 15,757,230 Travelling and conveyance 12,656,619 9,250,065 • Communication costs 13,375,278 9,125,377 Brokerage 7,407,822 128,370,003 • Legal and professional fees 4,018,638 5,171,428 Business support charges 338,240,202 155,600,131 • Payments to auditor (Refer details below) 2,490,233 1,348,320 • Provision for bad debts /advances (Refer Note 40) 66,622,477 41,419,244 Bad debts written off 88,662 15,250,227 • Net loss on sale of current investments 263,413 Miscellaneous expenses* 32,491,233 13,554,575 • Total 585,073,513 459,885,808 (* includes vault charges, office expenses, printing • and stationery,security charges etc.) •• • Payments to the auditor 31 Mar 2013 31 Mar 2012 • f f • As auditor Audit Fee 2,022,480 1,348,320 • Taxation and other matters 467,753 • Total 2,490,233 1,348,320 • 25. Depreciation and ammortiszation expense 31 Mar 2013 31 Mar 2012 • f f Depreciation of tangible assets 5,605,603 4,657,445 • Amortization of in tangible assets 51,759,684 51,344,784 • Total 57,365,287 56,002,229 26. Finance Costs • 31 Mar 2013 31 Mar 2012 f f • Interest Expense on borrowings From bank 87,639 195,948 • Others 412,676 15,269,988 Other borrowing costs 2,980,164 166,023 • Total 3,480,480 15,631,959 •• •• • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to financial statements for the year 2012-13 amortization (EBITDA) as a separate line item on the face of the statement of profit and • loss. The Company measures EBITDA on the basis of profit/loss from continuing operations. In its measurement the Company does not include depreciation and • amortization expense, finance costs and tax expense . 27. Earnings per share (EPS) As at 31 March As at 31 March • 2013 2012

• Net profit as per profit and loss account including extra ordinary 1,247,959,053 256,368,654 items • Net profit for calculation of basic & diluted EPS 256,368 6

• Weighted average nurrber of equity shares in calculating basic 45,000,000 45,000,000 EPS • Weighted average number of equity shares in calculating diluted 45,000,000 45,000,000 EPS • EPS- Basic & Diluted 27.73 5.70 28. Segment Information • Business Segments: • Company's business segments are as under: • Exchange related services: Includes admission fees, annual subscription fees, • processing fee, transaction fees, and exchange delivery charges . • Warehousing & storage income: Includes storages of agricultural products, fumigation, • quality certification etc . Procurement Services: Procurement services consists of private procurement on behalf of • various corporate entities acting as an agent by procuring different commodities like cotton, pulses, sugar etc. through different sources and locations by rendering added • services like quality testing, grading, sorting, loan syndication and offering other • customized solutions . Trading Services: Trading services include purchase of different commodities like coal, • sugar, castor seed and various other agricultural commodities from different parties and • supplying the same to various customers • • Business Segments Refer annexure A • 29. Related parties • Names of related parties where control exists irrespective of whether • transactions have occurred or not: • Holding Company: Financial Technologies (India) Limited (mL} • • •• • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to fmancial statements for the year 2012-13 • Subsidiary Companies: • Indian Bullion Market Association Limited (IBMAL) (since incorporation) • Western Ghats Agro Growers Co. Ltd. (WGAGL) (w.e.f 5th September, 2012) • Farmers Agricultural Integrated Development Alliance ltd. (FAIDA) (w.e.f 1st August,2012) • Names of other related parties with whom transactions have taken place during • the year • Fellow Subsidiaries: • 1 Limited (Atom) 2 National Bulk Handling Corporation Limited (NBHC) • 3 Tickerplant Limited (Tickerplant) 4 Financial Technologies Communications Limited (FTCL) • 5 Credit Market Services Limited (CMSL) • 6 Riskraft Consulting Limited (Riskraft) • Associate of India Limited (MCX) • Key Management Personnel • Mr. Anjani Sinha • • 30. Transactions with Related Party • Refer annexure B •• 31. Leases • In case of assets taken on lease • The Company has entered into cancellable leasing arrangements for it's offices and warehouses. The lease rental of Rs.57,227,287 (Previous Year Rs. 52,665,816) has been • included under the head Rent under Schedule 24 in statement of Profit & Loss . The Company has entered into non-cancellable leasing arrangements for it's offices and • warehouses. The lease rental of Rs.3,861,540 (Previous Year Rs.4,004,796) has been • included under the head Rent under Schedule 24 in statement of Profit & Loss . • •• • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to fmancial statements for the year 2012-13 • As at March As at March 31,2013 31,2012 • Amountf Amountf • Payment not later than one year 21 360,384 26,101 462 Payment later than one year but not later than five 573,713 17,357,389 • years • Payment later than five years 82 000 - • There are no restrictions imposed by lease arrangements . • In case of assets given on lease The Company has entered into cancellable leasing arrangements for it's warehouses. The • lease rental of Rs. 254,533 (Previous Year Rs. 630,482) has been included under the head • warehousing and storage income under Schedule 20 in statement of Profit & Loss. These • warehouses have been sub-leased and hence not included in fixed assets . • 32. Capital Commibnents As at March As at March • 31,2013 31,2012 • Amountf Amountf Estimated amount of contracts remaining to be executed 2,790,271 1,949,405 • on capital account and not provided for . • 33. Provisions and Contingencies Contingent Liabilities not provided As at March As at March • 31,2012 31,2013 • Amountf Amountf • Bank/Corporate Guarantees 11 77,22,000 115,520,000 Bank/Corporate Guarantees - Third Partv* 32 16L16 469 - • TOTAL 43,93,36,469 115,520,000 • * The company has placed FOR in the form of collateral for third party and the amount above is to the extent, not covered by the securities available with the company. The • company has acted as a collateral provider for Rs. 544,416,469 in case of third party against which it has received a sum of Rs. 222,800,000 as margin/security and the • balance amount is considered as contingent liability . • 34. Gratuity and other post-employment benefit plans • Gratuity Plan: The Company has made annual contributions to the Gratuity-cum-Life Assurance (Cash Accumulation) Scheme administered by the Life Insurance Corporation of • • •• • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to financial statements for the year 2012-13 • India ('UC'), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or • on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on • completion of five years of service . • The following table sets out the status of the gratuity plan and amounts recognized in the • Company's financial statements as at 31st March, 2013 and 2012 • Profit and Loss Account • Net employee benefit expense (recognised in Employee Cost) • Gratuity For The Year • Ended March 31, • 2012 ~~~~~~~=------+~~~~~,_~8=7~1912 • 229 658 • ~~==~~~~==~~==~------1--~~~--r-~1=6~3720) • ~~~==~~~~~~~~~==~~~~ea~r~--1-~~~~--+-~3=2~58396 • LA~ct=u~a~l~re=t=u~rn~o~n~la=n~as=s=e=ts~------~--~7~3=8~7~25~~---3~1~4,305 • Balance Sheet • Details of Provision for Gratuity • Gratuity For The ForTh e Year Ended Year Ended • March 31, March 31, • 2013 2012 10 173 219 7 166 340 • 7 512 776 5 93 6,151 • • • • - • •• • IIIII ______.... • • NATIONAL SPOT EXCHANGE LIMITED Notes to fmancial statements for the year 2012-13 • Changes in the present value of the defined benefit obligation are as follows: • Gratuity For The For The • Year Ended Year Ended March 31, March 31, • 2013 2012 Opening defined benefit obligation 7 166 340 2 783,729 • Interest cost 627,055 229,658 Current service cost 1,374,380 871,912 • Benefits paid (166,197) (127,939) Actuarial (gainsl/losses on obligation 1,171,641 3,408,981 • Closing defined benefit obliqation 10 173 219 7 166,340 • • Changes in the fair value of plan assets are as follows: • Gratuity • For The Year For The Year Ended March Ended March • 31, 2013 31, 2012 Openinq fair value of plan assets 5,936,151 1 984 487 • Expected return 510,509 163 720 Contributions by employer 1,004,097 3 765 298 • Benefits paid (166,197) (127 939) • Actuarial gains I (losses) 228,216 150,585 • Closing fair value of plan assets 7,512,776 5,936,151 • The principal assumptions used in determining gratuity and post-employment medical • benef'd: obligations for the Company's plans are shown below: • For The Year For The Year • Ended March Ended March 31J 2013 31, 2012 • % % Discount rate 8.25 8.75 • >4 Expected rate of return on assets 8.70 8.75 • EmpJoyee turnover 2-6 1.0 • • •• le• • • NATIONAL SPOT EXCHANGE LIMITED Notes to financial statements for the year 2012-13 • Amounts for the current year are as follows For The Year For The Year • Ended March Ended March 31, 2013 31, 2012 • Gratuity Gratuity • Defined Benefit Obligation 10,173,219 7,166,340 • Plan Assets 7,512,776 5,936,151 • Surplus/( deficit) (2,660,443) (1,230,189) Experience adjustments on plan liabilities 618,545 3,695,635 • (Gain)/Loss Experience adjustments on plan Assets 228,216 150,585 • Gain/(Loss) • The Company expects to contribute Rs. 4,032,934 gratuity in year 2012-13 . 35. Various State APMC's while issuing license for establishing E-market/ Private market I • spot exchange, had laid down to maintain a settlement Guarantee fund ('SGF') to meet exchange obligations but have not given any guidelines for the constitution of the SGF. In • view of such a requirement an amount of Rs. 6,466,448 had been apportioned out of initial margins of the members to SGF NC and shown under current liabilities in the • financial year 2011-12. In the current year the said amount has been transferred back to initial margins from members account and an appropriation of an equal amount has been • done out of opening balance of Reserves and Surplus of the company. The company has appropriated for Security Guarantee Fund (SGF) an additional amount of Rs. 2,000,000 for • the current financial year 2012-13 . • 36. As a part of the documentary requirements for license from State level Agricultural Produce Market Committee's (APMC's), National Savings Certificates (NSC) are required to • be submitted to the APMCs. However, since NSCs are not issued to corporates, the • Company has obtained NSCs in the name of employees and submitted to the APMC . • 37. Remuneration to key managerial personnel • 31 Mar 2013 31 Mar 2012 Mr. Anjani Sinha (Managing Director) f f • Salary,bonus and contribution to PF 17,133 341 14 302 088 • 38. Deposit accounts include Fixed deposits aggregating Rs. 2,408,527,342 (Previous Year Rs. 6,470,000) placed with scheduled banks against guarantees given in favour of • Agricultural Produce Market Committee, Sales Tax authorities and third party . • •• • •• • • • NATIONAL SPOT EXCHANGE LIMITED • Notes to fmancial statements for the year 2012-13 • 39. As at 31 March 2013, the company has maintained a settlement fund amounting to Rs. 7,069,044,892 (Previous Year Rs. 3,606,046,920). The fund comprises of total of • initial margin, fixed deposits and bank guarantees collected from the members . • 40. Included in the other current assets is an amount of Rs.85,041,899l- recoverable from NAFED in connection with agreement dated December 30, 2008 entered in to with NAFED • by the company. Vide letter dated April 20, 2012 NAFED has agreed for the payment of this amount. However, out of this amount, an amount of Rs.40,482,894l- has been • agreed for payment by NAFED subject to the examination and approval of Department of Agricultural and Cooperative Ministry of Agriculture. Following the prudent accounting • policy, a sum of Rs.40,482,8941- was provided for in the books of accounts in financial year 2011-2012 and balance of Rs.44,559,006l- has been provided for in the books of • accounts in the current financial year, thereby providing for the whole of the amount • recoverable form NAFED . 41. The Company has entered into an agreement with National Agricultural Co-operative • Marketing Federation of India Limited (NAFED) to carry out the procurement and processing of cotton activity on their behalf as an agent. All the expenses related to • procurement and processing i.e ginning, pressing, loading, unloading, transportation, interest on borrowed funds etc. incurred for the procurement and processing of cotton • activity, on behalf of the NAFED, will be reimbursed by NAFED to the company.Amount receivable from NAFED amounted to Rs.7,027,392,247 towards payment to the farmers as • per procurement agreement and Rs.S33,327,076 towards reimbursement of expenses incurred for ginning and pressing, labour charges etc. Out of this an amount of Rs . • 4,788,640,014 has been received and the balance Rs.2,772,079,309 is included under • "Other current Assets" as receivable from NAFED. The procurement and processing of cotton activity carried out by the company, is not in the nature of, trading and • manufacturing activity, respectively, of the company. The risk and rewards to the • company are operational, executional and for the procurement services . • 42. Previous Year Comparatives Previous year's figures have been regrouped I reclassified wherever necessary to • correspond with the current year's classification I disclosure . • As per our report of even date For and on behalf of the Board of Directors • of National Spot Exchange Limited • For Mukesh P. Shah & Co . • ela-~ ~---- Anjani Sinha Shreekant • Javalgekar • Partner Managing Director & CEO Director N· t-"l"'"'? ...... ~c.: • "1. • • Place : Mumbai Nirav Pandya Company Secretary • Date: • 1 7 MAY Z013 • •• • •••••••••••••••••••••••••••••••••••••

NATIONAL SPOT EXCHANGE LIMITED

Annexure A Business Segmental Reporting

Exchange Warehousing Procurement Trading Consolldlted Total 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Revenue 1,631,681,883 687,222,225 79,901,583 29,440,382 102,468,893 142,936,236 2,920,421,292 - 4,734,473,651 859,598,843 Allocable Expenses 631143,988 354,174,302 53,698,729 43,792,036 47,272,011 129,002,591 2,851,383,189 275,971 3,583,497,918 527,244,900 Segment Result 1,000,537,895 333,047,923 26,202,854 (14,351,654) 55,196,883 13,933,645 69,038,103 (275,971) 1,150,975,733 332,353,943 Unallocated Corporate Expenses 2,723,990 85,007,946 Operating Profit/(loss) 1,148,251, 743 247,345,997 Dividend Income 154,084,628 54,527,469 Interest Income 495,527,923 29,782,347 Financial Expense 3,480,480 15,631,959 Income Tax 546,424,762 59,655,200 Net Profit 1,247,959,053 256,368,653 Other Information Segment Assets 1,336,355,629 324,884,117 93,254,562 21,321,809 2,861,135,076 1,562,303,241 3,016,683,825 90,470 7,307,429,092 1,908,599,637 Unallocated Corporate Assets 2,659,424,896 2,388,991,088 Total Assets 1,336,355,629 324,884,117 93,254,562 21,321,809 2,861,135,076 1,562,303,241 3,016,683,825 90,470 9,966,853,987 4,297,590,725 Segment Liabilities 6, 767,518,180 3,612,815,620 1,671,827 414,409 446,786,629 3,097,057 486,115,982 - 7,702,092,617 3,616,327,087

Unalloc;~tedCorporate Liabilities 406,313,186 70,774,507 Total liabilities 6,767,518,180 3,612,815,620 1,671,827 414,409 446,786,629 3,097,057 486,115,982 - 8,108,405,803 3,687,101,594 Other Segment Information Caoltal Tangible assets 13,585,287 2,360,895 Intangible Assets 2,927,477 - !!Sll!r!!;li!tll!!l Tangible assets 5,605,603 4,657,446 Intangible Assets __ 51,759J~____ 5J.,J44,7_~_ Natinal Spot Exchange Limited Annexure B • Related Party Disclosure Holding company or group of lndlvtdualo having conb'ol or • NallnofTraN- llgntllcant Inn- OWir .... SUbsidiaries Fellow SUblldlarta Tolal Compony and-of ouc11 lndlvtdualo Sr.No• - • 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 1 Loan/Advonc:es taken Balance .. ot the start of the - 290000000 . 290000000 Taken durtna the_, . • 290 000000 R-Id dur1r1g the year 290000 000 Balance ••• the """ ol the

• 2 Loan/Advoncos Given Balance as ot the start ol the,.,.. 550000000 550000000 Given during the year 8823500000 1653000000 . 8 823500000 1653000000 . e3n500ooo 1103000000 • R-Id dur1r1g the year . e3n500ooo 1103000000 Balance as ot the ond of the ~ar . 1000000 550000000 1 000000 550000000

3 Income: • Tr.nsactlon Chameo . 201 7931565 212 993135 . 2017931565 212 993135 Dellverv chames 221548 1473405 221548 1-473405 Warehousinc & storsaelncome 12231962 636459 . 12.2:1962 636459 • Testinc & Quality Cer111icate Chames 15400 15400 Handllna & Tran 18652 19652 sale o1 Commodities 548328684 . 548328694 VSAT Recunina Cha!llOI 70000 70000 • Penalty for short delivery 290110 11960 260110 11960 Annual Subcription 50000 50000 50000 50000 Penalty for Trade Cancellation 25000 25000 • AUCTION DIFFERENCE AC 1182 582 1182592 QC Income 53485 53485 GunnvbaQs 113894 . 113894 Loading & Unloading Ch&lllOS 260 260 • . Interest 76209 750 18 863415 76209750 18 863415 CTCLChalllOs 250000 250000 250000 250000 COnsultancy fees 15000 000 15000000 • Miscelleneuse Income 506 798 372 798 878 DPChargos 538482 485430 538462 485 430 • Reimbursement of expenaes charged to : Fanner AQriculturallniegra1od 86538 86538 Westemghats AQro Groweno Corn 2267 810 2267810

• 4 Expenses: Commission & Brok~ge 128 370003 128 370003 Business suooort charaes 3294409n 70573 328 83642244 3294o409n 154215572 • Rent 17 539437 1524 509 248 175 68244 17607681 1772684 Interest 15076 503 15076 503 SOftware License Fees ExD 2 301 040 . 2 301 040 Fumioation ExPenses 140997 10324 140997 10324 • 20899 17759 QCExoenses 20899 17759 warehouse & storage Expenses 1153005 1153005 National Bulk Handlin Ud. 56923 56923 • v T Connoctfvftv Charceo Multi Commodity Exchanoo of India Ud. 1694 078 1694078 Professional Charceo • Multi Commodity Exchanoo of India Ud. 9705 100000 9705 100000

Reimbursement of 8Xe!RHS Cha!Jiecf b~

• Indian Bullion Mar1lant UmHod 229411 229411 Data Feed Ex noes • Tlclterolant UmHod 500000 500 000 6 Relmbusement of the expenses FTIL 9026 915 3 424 596 36171 459 054 9 026915 3919 821

• 7 FlxodAooeto: Fixed Assets Purchased 42222 189 883 60957 309445 6834 487 301 838 968 257674 152140 61124 Fixed Assets Sold 132132 20008 61124 . • caoital wor1<-Jn.oroaress lncludlnc caoilal advances 8993320 827250 9820 570 8 Rent Deposit as at the end of the year

• Allotment of Eoulty Shares FAIDA 1000000 . 1 000 000 9 AUotment of Eauitv Shares WAGAL 255000 . 255000

• 10 Investment as at the end of the vear 897n250 88 517 250 89n2250 88517250

11 Sundry Debtors Balance as at the end of the year 805422205 192462n 605422205 192462n SUndry CredHors Balance as ot the ond o1 the year 241,858,427 95,811 6,074,250 7,184 241,961,422 6,074,250 • 12 13 Initial Marcin as at the end of the vear 2 500000 2 500000 2 500000 2 500 000 • 14 Advance aiven as at the end of the vear 523925 523925 • • •• •