Notes to Accounts of Accentia Technologies Ltd.

Mar 31, 2014

1. SHARE CAPITAL

Terms/rights attached to equity shares

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. The Company declares and pays dividend in Indian Rupees.

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

2. CONTINGENT LIABILITIES:

Rs. in lakhs

As at 31st March As at 31st March 2014 2013

Estimated amounts of contracts remaining to be executed and not provided for 0.00 1,925.00

Claims under adjudication not acknowledged as debts:

i) Demands raised by Income Tax, Excise & Service Tax Authorities 58.01 58.01

Contingent Liabilities:

i) Bank & other Guarantees -

3. The company has invested in Medex Healthcare Global a software development company which is into development of software related to EMR and SaaS. During the current year investment made for acquiring16% of the total shares of the company. The company has strategic investment plan to take over the full control of the company over a period of time.

4. Disclosure as per AS 15 -Retirement Benefits:

Post Retirement Employee Benefits

a) Description of Plan

i) Gratuity:

Disclosures required as per the Accounting Standard is as follows;

5. Segment Information (AS-17)

Company has only one segment of activity namely "healthcare Receivable Management", therefore segment reporting as defined in AS-17 does not apply.

6. Related Party Transactions:

As per the accounting standards 18 on "Related Party Disclosures" notified under Companies Auditing Standards Rules, 2006, the related Parties of the company and nature of relation are as follows:

RELATED PARTY NATURE OF RELATIONSHIP

Sooraj C. K. Key Management Personnel

Pradeep S Viswambharan Key Management Personnel

Thunga Software Pvt Ltd Subsidiary

Accentia Technologies FZE Subsidiary

GSR PBS Inc Subsidiary

GSR Systems Inc Subsidiary

Denmed Inc Subsidiary

Oak Technologies Inc Subsidiary

Accentia Education services Pvt Ltd Subsidiary

7. Erstwhile GET, has taken commercial premises under financial lease. The Company to recognize the lease as an asset and a liability. This has been disclosed pursuant to Accounting Standards 19,"Leases"issued by the Institute of Chartered Accountants of India.

8. The company has not received any intimation from the suppliers regarding The Micro, Small and Medium Development Act, 2006 (the Act) and hence disclosure regarding:

a) Amount due and outstanding to suppliers as at the end of the accounting year.

b) Interest paid during the year.

c) Interest payable at the end of the accounting year.

d) Interest accrued and unpaid at the end of accounting year and has not been provided.

The Company is making efforts to get the confirmations from the suppliers as regards their status under the Act.

9. In the opinion of the Board, the Current Assets, loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the financial statements and provision made for all known and determined liabilities are adequate and not in excess of the amount stated.

10. Previous year figures have been regrouped, reclassified and rearranged wherever necessary to confirm to this year''s classification. Figures with previous year are not comparable due to merging of the company during the current year.

11. Balance sheet Abstract & Companies general business profile as required by Part IV Schedule VI to the Companies Act 1956 is enclosed in Annexure ''A''.

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Mar 31, 2013

1.01(a) Monies received against share warrants

The Board of Directors of the Company at their meeting held on 5th June 2012 and as approved at its Extraordinary General Meeting held on 22nd March 2012 have resolved to create, offer, issue and allot up to 5,59,615 warrants, convertible into 5,59,615 equity shares of Rs. 10 /- each on a preferential allotment basis, pursuant to Section 81(1A) of the Companies Act, 1956, at a conversion price of Rs. 63.10/- per equity share of the Company, arrived at in accordance with the SEBI Guidelines in this regard and subsequently these warrants were allotted on 5th June 2012 to the promoters and the 25% application money amounting to Rs. 86.74 Lakhs was received from them. The warrants may be converted into equivalent number of shares on payment of the balance amount at any time on or before 22nd September 2013. In the event the warrants are not converted into shares within the sand period, the Company is eligible to forfeit the amounts received towards the warrants.

1.01(b) Share allotted

The Company has allotted 23,93,574 equity shares of Rs. 10 each fully paid up at a premium of Rs. 53.10 per share on 5th June 2012. The share application money was received pursuant to an invitation to offer shares and in terms of such invitation, the Company has completed the allotment formalities as per the provisions of the Companies Act, 1956 and the Bombay Stock Exchange. The Company has sufficient authorized capital to cover the allotment of these shares.

Rs. in lakhs

As at 31st March As at 31st March 2013 2012

1.2 CONTINGENT LIABILITIES:

Estimated amounts of contracts remaining to be executed and not provided for 1,360.25 1,925.00

Claims under adjudication not acknowledged as debts:

i) Demands raised by Income Tax, Excise & Service Tax Authorities 58.01 58.01

Contingent Liabilities:

i) Bank & other Guarantees -

2. The company has invested in Medex Healthcare Global a software development company which is into development of software related to EMR and SaaS. During the current year investment made for acquiring 16% of the total shares of the company. The company has strategic investment plan to take over the full control of the company over a period of time.

3. Segment Information (AS-17)

Company has only one segment of activity namely "healthcare Receivable Management", therefore segment reporting as defined in AS-17 does not apply.

4. Related Party Transactions:

As per the accounting standards 18 on "Related Party Disclosures" notified under Companies Auditing Standards Rules, 2006, the related Parties of the company and nature of relation are as follows:

5. Erstwhile GET, has taken commercial premises under financial lease. The Company to recognize the lease as an asset and a liability. This has been disclosed pursuant to Accounting Standards 19,"Leases"issued by the Institute of Chartered Accountants of India.

6. The company has not received any intimation from the suppliers regarding The Micro, Small and Medium Development Act, 2006 (the Act) and hence disclosure regarding:

a) Amount due and outstanding to suppliers as at the end of the accounting year.

b) Interest paid during the year.

c) Interest payable at the end of the accounting year.

d) Interest accrued and unpaid at the end of accounting year and has not been provided.

The Company is making efforts to get the confirmations from the suppliers as regards their status under the Act.

7. In the opinion of the Board, the Current Assets, loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the financial statements and provision made for all known and determined liabilities are adequate and not in excess of the amount stated.

8. Previous year figures have been regrouped, reclassified and rearranged wherever necessary to confirm to this year''s classification. Figures with previous year are not comparable due to merging of the company during the current year.

9. Balance sheet Abstract & Companies general business profile as required by Part IV Schedule VI to the Companies Act 1956 is enclosed in Annexure''A.

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Mar 31, 2012

I. Rs.in lakhs

As at 31st March As at 31st March 2012 2011

CONTINGENT LIABILITIES:

Estimated amounts of contracts remaining to be executed and not provided for 1,925.00 0.00 Claims under adjudication not acknowledged as debts:

i) Demands raised by Income Tax, Excise & Service Tax Authorities 58.01 58.01

Contingent Liabilities:

II) Bank & other Guarantees

I. The presentation of the accounts is based on the Revised Schedule VI of the Companies Act, 1956, applicable from the current financial year. Accordingly, previous year figures are realigned to make it comparable with the current year. Assets & Liabilities are bifurcated into current and non-current based on 12 months period from the Balance Sheet date, as the Operating cycle of the Company is less than one year.

1. The company has invested in Accentia Physician services a software development company which is in to development of software related to EMR and SaaS. During the current year investment made for acquiring 17.85% of the total shares of the company. The company has strategic investment plan to take over the full control of the company over a period of time.

2. Erstwhile GET, has taken commercial premises under financial lease. The Company to recognize the lease as an asset and a liability. This has been disclosed pursuant to Accounting Standards 19,"Leases"issued by the Instituteof Chartered Accountants of India.

3. The company has not received any intimation from the suppliers regarding The Micro, Small and Medium Development Act, 2006 (the Act) and hence disclosure regarding:

a) Amount due and outstanding to suppliers as at the end of the accounting year.

b) Interest paid during the year.

c) Interest payable at the end of the accounting year.

d) Interest accrued and unpaid at the end of accounting year and has not been provided. The Company is making efforts to get the confirmations from the suppliers as regards their status under the Act.

4. In the opinion of the Board, the Current Assets, loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the financial statements and provision made for all known and determined liabilities are adequate and not in excess of the amount stated.

5. Previous year figures have been regrouped, reclassified and rearranged wherever necessary to confirm to this year's classification. Figures with previous year are not comparable due to merging of the company during the current year.

6. Balance sheet Abstract & Companies general business profile as required by Part IV Schedule VI to the Companies Act 1956 is enclosed in Annexure A'.

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Mar 31, 2010

1. Amalgamation of Asscent Infoserve Private Limited with the company.

Pursuant to the scheme of amalgamation of the erstwhile Asscent Infoserve Private Limited (subsidiary of the company) with the company as approved by the shareholder in the court convened meeting held on the 25th day of April, 2009 and subsequently sanctioned by the honorable high court of Judicature at Mumbai vide order dated 21st August 2009 and Honorable high court of Karnataka at Bangalore vide order dated 6th February 2010, the assets and liabilities of the erstwhile company was transferred and vested in the company with effect from 1 st Apr, 2008 and the scheme has been given effect to in the accounts of the year.

Asscent Infoserve Private Limited was engaged in the business of MedicalTranscription and Coding and has the softwares which are being used by the Accentia Technologies Ltd in serving the end to end results.

As a consequence of amalgamation:

* The assets, liabilities and accumulated reserves of the erstwhile Asscent Infoserve Private Limited (as at 1st Apr 2008) have been incorporated in the books of accounts of the company as per" pooling of interest" method as prescribed by ASM notified under Companies auditing standards 2006. The resultant Goodwill as specified in the scheme of amalgamation has been incorporated in the books of the accounts of the company and same will be amortized over the period of 10 years.

* The financial results of the company for the year ended 31st March, 2010 are inclusive of the figures of the amalgamating company.

* 11,88,313 equity shares (8.84% of the Companys increased share capital) have been issued to the shareholders of the Asscent Infoserve Private Limited in the ratio of one equity share in Accentia Technologies Ltd for every 1.6 equity shares held in Asscent Infoserve Private Limited.

Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the scheme, such assets and liabilities remain in the name of the erstwhile amalgamating companies.

In view of the above amalgamation being effective the figures for the year ended 31st Mar, 2010 are inclusive of the figures relating to the amalgamating company and thus are not comparable with those of the previous year.

2. Conversion of Share warrants to Equity shares:

The Company has issued 400000 Equity shares during the year at the rate of Rs 135.99 per share including the share premium of Rs 125.99 per share as part of conversion of share warrants.These shares would be entitled for the full dividend for the year, in accordance with the terms of the issue. The earnings per share has been calculated considering the pro-rata increase in the equity capital. Amount received Rs 2,710,000 during the year 2007-08 towards Share warrants have been forfeited and adjusted in the capital reserve account.

3. The company has bought another 13% stake inTrans Service Inc making a total investment of 23%. During the year, Company invested USD One and Half Million for 260 equity shares of Trans Service INC, USA.

4. Segment Information (AS-17)

Company has only one segment of activity namely "healthcare Receivable Management", therefore segment reporting as defined in AS-17 does not apply.

5. Related Party Transactions:

As per the accounting standards 18 on "Related Party Disclosures" notified under Companies auditing standards 2006, the related parties of the company and nature of relation are as follows:

RELATED PARTY NATURE OF RELATIONSHIP

Sooraj C K Key Management Personnel

Pradeep S Viswambharan Key Management Personnel

Thunga Software Pvt Ltd Subsidiary

Accentia Technologies FZE Subsidiary

GSR PBS Inc Subsidiary

GSR Systems Inc Subsidiary

Denmed Inc Subsidiary

Oak Technologies Inc Subsidiary

6. Erstwhile GET, has taken commercial premises under financial lease. The Company to recognize the lease as an asset and a liability.This has been disclosed pursuant to Accounting Standards 19, "Leases" issued by the Institute of Chartered Accountants of India.

7. The company has not received any intimation from the suppliers regarding The Micro, Small and Medium Development Act, 2006 (the Act) and hence disclosure regarding:

a) Amount due and outstanding to suppliers as at the end of the accounting year.

b) Interest paid during the year.

c) Interest payable at the end of the accounting year.

d) Interest accrued and unpaid at the end of accounting year and has not been provided.

The Company is making efforts to get the confirmations from the suppliers as regards their status under the Act.

8. Contingent Liability and Capital Commitments not provided for

Particulars 2009-10 2008-09

Claims against company not acknowledged as debts- Demand raised by Income Tax and ServiceTax Authorities 5,05,45,223 Nil

Bank Guarantees 13,41,076 13,41,076

Capital Commitments in respect to capital work in progress 4,65,09,000 5,75,32,000

9. In the opinion of the Board, the Current Assets, loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the financial statements and provision made for all known and determined liabilities are adequate and not in excess of the amount stated.

10. General Expenses includes the Directors sitting fees paid Rs 30,000 (Previous year Nil)

11. Previous year figures have been regrouped, reclassified and rearranged wherever necessary to confirm to this years classification. Figures with previous year are not comparable due to merging of the subsidiary Company during the current year.

12. Figures are rounded off up to nearest rupee.

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Mar 31, 2009

1. Issue of Equity shares

The Company has allotted 328500 forfeited equity shares during the year at the rate of Rs. 160 per share including the share premium of Rs. 150 per share. These shares would be entitled for the full dividend for the year, in accordance with the terms of the issue. The earnings per share has been calculated considering the pro-rata increase in the equity capital.

2. During the year 2007-08, the Company received Rs. 81,59,500 from investors towards 10% of application money for subscription of Convertible Warrants at Rs. 135.99 per warrants (inclusive of premium of Rs. 125.99 per warrant) on preferential basis. Balance amount with respect to 400000 warrants has been received and shares are yet to be allotted and money received has been shown as share application money.

3. Purchase of business in Oak Technologies Inc.

On 15th May 2008, the Company entered into share purchase agreement with M/s Oak Technologies Inc having registered office at New Jersey, USA. The total consideration for the acquisition was Nine Million USD excluding the direct costs of acquisition. As at 31.3.2009, Company completed the purchase of 96% of the outstanding equity shares of M/s Oak Technologies Inc.

4. Contingent Liability

- State investment subsidy received by erstwhile GTTL (now merged with the Company) of Rs. 13,21,076/- (personally guaranteed by the Directors).

- Bond executed by the Company in favour of the Asst. Commissioner of Central Excise- Rs. 20,000/- secured by Fixed Deposit.

- Pursuant to an agreement with the Electronics Technology Parks, Kerala, the Company has an option to purchase the building after 25 years for payment of Rs. 6,30,000/-.

- Other contracts to be executed on capital account Rs. 5,75,32,000 (Previous Year Rs. 16,68,020/-).

- Other Contingent Liabilities Rs. Nil (Previous Year Rs. Nil).

5. In the opinion of the Board, the current assets, loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the financial statements.

6. The Company has invested USD One and Half Million for 200 equity shares of Trans Service Inc, USA. However, equity shares are yet to be transferred in the name of the Company.

7. Additional information pursuant to the provisions of Clause 4a of Part II of Schedule VI of the Companies Act, 1956.

Commission u/s 349 Rs. Nil.

8. Additional information pursuant to the provisions of Paragraph 4b of Part II of Schedule VI to the Companies Act, 1956.

9. Additional information pursuant to the provisions of Paragraph 4c of Part II of Schedule VI of the Companies Act, 1956. "Not Applicable"

10. Additional information pursuant to the provisions of Paragraph 4d of Part II of Schedule VI of the Companies Act, 1956:

11. Disclosure as per AS 15 -Retirement Benefits:

Post Retirement Employee Benefits

a) Description of Plan

i) Gratuity:

Disclosures required as per the Accounting Standard is as follows;

12. Segment Information (AS-17)

Company has only one segment of activity namely "Healthcare Receivable Management", therefore segment reporting as defined in AS-17 does not apply.

13. Related Party Transactions:

As per the accounting standards 18 on "Related Party Disclosures" issued by the ICAI the related parties of the Company and nature of relation are as follows:

14. Erstwhile GTTL has taken commercial premises under financial lease. The Company to recognize the lease as an asset and a liability. This has been disclosed pursuant to Accounting Standards 19, "Leases" issued by the Institute of Chartered Accountants of India.

15. Earnings Per Share :(AS-20)

Basic and diluted Earning per Share is calculated by dividing the net profit attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

The following reflects the income and share data used in the computation of basic and diluted Earning per Share

17. Impairment of Assets (AS 28)

Pursuant to accounting standards (AS 28) "Impairment of Assets" issued by the Institute of Chartered Accountants of India, the Company assessed its fixed assets for impairment as at March 31, 2009 and concluded that there has been no significant impaired fixed assets that needs to be recognized in the books of account.

18. Figures are rounded off up to nearest rupee.

19. The Company has not received any intimation from the suppliers regarding The Micro, Small and Medium Development Act, 2006 (the Act) and hence disclosure regarding:

a) Amount due and outstanding to suppliers as at the end of the accounting year.

b) Interest paid during the year.

c) Interest payable at the end of the accounting year.

d) Interest accrued and unpaid at the end of accounting year and has not been provided.

The Company is making efforts to get the confirmations from the suppliers as regards their status under the Act.

20. Salaries and allowances include amount paid to part-time employees, home based employees and contract employees.

21. Interest and finance charges includes finance charges of Rs. 7.81 lakhs for the year.

22. Previous year figures have been regrouped, reclassified and rearranged wherever necessary to confirm to this years classification.

23. Balance Sheet abstract & Companys general business profile as required by Part IV Schedule VI to the Companies Act 1956 is enclosed in AnnexureW.