Directors Report of California Software Company Ltd.

Mar 31, 2024

The Directors are pleased to present their 32nd Annual Report along with the audited
financial statements for the financial year ended March 31,2024.

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FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2024 are summarised
below:

(All figures in lakhs, Except for EPS)

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Details	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31-Mar-24	31-Mar-23	31-Mar-24	31-Mar-23
Total Revenues	428.03	276.41	428.03	276.41
Total Expenses	343.11	246.52	343.11	246.52
Profit before exceptional and extra-ordinary items	84.92	29.89	84.92	29.89
Exceptional items	-	-	-	-
Profit before extraordinary items and tax	84.92	29.89	84.92	29.89
Profit before Tax	84.92	29.89	84.92	29.89
Current Tax	25.85	12.96	25.85	12.96
Deferred Tax	[3.28)	[5.19)	[3.28)	[5.19)
Profit / (Loss) for the year	62.35	22.12	62.35	22.12
Minority Interest	-	-	-	-
paid-up equity capital	154.57	154.57	154.57	154.57
Earnings per share (E		PS) for the year (Rs)
i) Basic	0.40	0.14	0.40	0.14
ii) Diluted	0.40	0.14	0.40	0.14

COMPANY PERFORMANCE AND RESULTS OF OPERATIONS
Standalone Results

During the year, your Company, on a standalone basis, earned a total revenue of Rs. 428.03
lakhs. The profit before tax during the year is Rs.84.92 lakhs.

After considering the tax provisions and adjustments, the profit for the year was Rs.62.35
lakhs..

Consolidated Results

During the year, your Company consolidated with all its subsidiaries and earned a total
revenue of Rs.428.03 lakhs. The profit before tax during the year is Rs. 62.35 lakhs.

DIVIDEND

The Board of Directors have decided to retain the entire amount of the FY 2023-24 profits in
the profit and loss account; hence, no dividend is being declared for this financial year.

SHARE CAPITAL

The Share Capital of the Company as of March 31, 2024, stood at Rs.15,87,58,060/- shares of
Rs. 10/- each as below:

a. 1,54,57,106 equity shares of Rs. 10/- each;

b. 4,18,700 Optionally Convertible Redeemable Preference Shares of Rs. 10/- each
TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Account; hence, no transfer
to General Reserve was made during the Year.

The Consolidated Financial Statements of the Company and its subsidiary, prepared in
accordance with Indian Accounting Standards notified under the Companies (Indian
Accounting Standard) Rules, 2015 (‘IND AS’), form part of the Annual Report and are
reflected in the Consolidated Financial Statements of the Company.

In Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules,
2014, the financial position and performance of subsidiaries are given in Consolidated
Financial Statements. As of March 31, 2024, the company has a subsidiary, Aspire
Communications Private Limited. There has been no material change in the nature of the
subsidiaries'' business. The consolidated financial statement has been prepared in
accordance with the relevant accounting standards, and a separate statement containing
the salient features of the financial statement of its subsidiaries and associates in form
AOC-1 is attached as Annexure I, along with the financial information of the company.

DEPOSITS

The Company has not accepted any deposits in terms of Chapter V of the Companies Act,
2013, read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under
review and as such, no amount on account of principal or interest on public deposits was
outstanding as of the balance sheet date.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and
investments given by the Company under Section 186 of the Companies Act, 2013 are
detailed in Notes to Accounts of the Financial Statements.

RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into any contract/ arrangement/ transaction
with a related party which can be considered as material in terms of the policy on related
party transactions laid down by the Board of Directors except for taking of loan from Dr.
Vasudevan Mahadevan (Managing Director and Promoter) to funds day to day operations
of the Company.

The related party transactions undertaken during the financial year 2023-24 are detailed in
Notes to Accounts of the Financial Statements. Particulars of contracts or arrangements
with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is
appended as Annexure-ll to the Board''s Report.

CHANGES IN THE BOARD OF DIRECTORS

During the year, the following changes took place in the composition of the Board of
Directors:

? Resignation of Mr. Sampath (DIN: 07556751) as Independent Director, effective from
20.06.2024

? Reappointment of Ms. Srimathy (DIN: 08328823) as Independent Director for 5 years,
effective from 10.06.2024

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its Independent Directors that they meet
the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in respect of the financial year ended March 31, 2024.
Independent Directors have complied with the Code for Independent Directors prescribed
in Schedule IV of the Companies Act, 2013.

GOVERNANCE GUIDELINES

The Board of the Company has adopted Governance Guidelines on Board Effectiveness.
The Guidelines cover aspects related to the composition and role of the Board, Chairman
and Directors, Board diversity, definition of independence, Director term, retirement age
and Committees of the Board. It also covers aspects relating to nomination, appointment,
induction and development of Directors, Director remuneration, Subsidiary oversight, Code
of Conduct, Board Effectiveness Review and Mandates of Board Committees.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee (NRC) is responsible for developing
competency requirements for the Board based on the industry and strategy of the
Company. The Board composition analysis reflects an in-depth understanding of the
Company, including its design, environment, operations, financial condition and
compliance requirements. The Nomination and Remuneration Committee periodically
conducts a gap analysis to refresh the Board, including each time a Director’s appointment
or re-appointment is required. The Committee is also responsible for reviewing the profiles
of potential candidates vis-a-vis the needed competencies and meeting potential
candidates before making recommendations for their nomination to the Board. At the
time of appointment, specific requirements for the position, including expert knowledge
expected, are communicated to the appointee.

The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions of
Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing
Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an
‘Independent Director’ if they meet the requirements for ‘Independent Director’ as laid down
in the Act and Rules framed thereunder and Regulation 16(l)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity
of thought, experience, knowledge, perspective, age, and gender. It is also ensured that the
Board has an appropriate blend of functional and industry expertise. While recommending
the appointment of a Director, the Nomination and Remuneration Committee considers how
the individual''s function and domain expertise will contribute to the overall skill-domain mix—
of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on
the Board of the Company are also expected to demonstrate high standards of ethical
behaviour, strong interpersonal and communication skills and soundness of judgement.
Independent Directors are also expected to abide by the ‘Code for Independent Directors’
outlined in Schedule IV of the Act.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year, the Company has not met any of the threshold requirements of
Section 135 of the Companies Act 2013. The need to spend on CSR or any related provisions of
CSR does not apply to the Company.

According to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an annual evaluation of its performance, the performance of the Directors,
as well as the assessment of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure and schedule for the Performance Evaluation process for the Board, its
Committees and Directors.

The Board evaluated the performance of the Board and individual Directors after seeking
input from all the Directors. The Board assessed the Committees'' performance after
seeking information from the Committee Members. The criteria for performance evaluation
of the Board included aspects such as Board composition and structure, effectiveness of
Board processes, contribution to long-term strategic planning, etc. The criteria for
performance evaluation of the Committees included structure and composition, point of
Committee meetings, etc. The above criteria for assessment were based on the Guidance
Note issued by SEBI.

In a separate meeting, the independent Directors evaluated the performance of Non¬
Independent Directors and the performance of the Board as a whole. They also assessed
the performance of the Chairman, taking into account the views of Executive Directors and
Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees
and the Directors. The same was discussed in the Board Meeting that followed the
meeting of the independent Directors and Nomination and Remuneration Committee, at
which the feedback received from the Directors on the performance of the Board and its
Committees was also discussed.

The Directors are provided with necessary documents, reports and internal policies to
familiarise themselves with the company’s procedures and practices. Further, periodic
presentations are made at the Board and its Committee Meetings on business and
performance updates of the company, global business environment, business strategy and
risks involved. Quarterly updates on relevant statutory changes are provided to the
Directors in the Board meetings.

Upon appointment, the Directors are issued a Letter of Appointment setting out in detail
the terms of employment, including their roles, functions, responsibilities, and fiduciary
duties as a Director of the company.

The details of such a familiarisation programme for Independent Directors are posted on
the company''s website and are available at https://www.calsofts.com/investor.

SKILLS, EXPERTISE AND COMPETENCIES OF THE BOARD

The Board of Directors has, based on the recommendations of the Nomination and
Remuneration Committee (‘NRC’), identified the following core skills/
expertise/competencies of Directors as required in the context of business of the Company
for its effective functioning:

NUMBER OF BOARD MEETINGS

During the year, Five (5) board meetings were conducted, and details are available in the
Corporate Governance Report. The intervening gap between the two board meetings was
within the period prescribed by the Companies Act 2013.

The primary committees of the Board are the Audit Committee, Nomination and
Remuneration Committee, and Stakeholder Relationship Committee. Since the Company
does not fall under the top 1000 listed entities based on market capitalisation, the
Company doesn''t need to form a Risk Management Committee.

1) Audit Committee

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In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and
the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its
Powers) Rules 2014, the company has duly constituted a qualified and independent Audit
Committee. The Audit Committee of the Board consists of four "Non-Executive &
Independent Directors" as members having adequate financial and accounting
knowledge. The audit committee''s composition, procedures, powers, roIe/functions and
terms of reference are set out in the corporate governance report, forming part of the
Board''s report.

During the financial year 2023-24, the Audit Committee met four times on 30.05.2023,
06.09.2023,14.11.2023, and 14.02.2024. During the period under review, the suggestions put
forth by the Audit Committee were duly considered and accepted by the Board of
Directors. There were no instances of non-acceptance of such recommendations.

2) Nomination and Remuneration Committee

As of 31.03.2024, the Nomination and Remuneration Committee comprises five Non¬
Executive Independent Directors. Mrs. AVN Srimathi, the Independent Director, is the
Chairman of the Committee. The committee met four times during the year on 30.05.2023,
06.09.2023,14.11.2023 and 14.02.2024.

3) Stakeholder Relationship Committee

The Company has a Stakeholders Grievance Committee (formerly known as
Shareholders’/lnvestors’ Grievance Committee) of the Board of Directors to look into the
redressal of complaints of shareholders/investors’ such as transfer or credit of shares, non¬
receipt of dividend/notices/annual reports, etc.

As of 31.03.2024, the Stakeholder Relationship Committee comprises six members: Five
independent directors, and one non-executive director. Mrs. AVN Srimathi, the
Independent Director, is the Chairman of the Committee. The committee met four times
during the year on 30.05.2023, 06.09.2023,14.11.2023 and 14.02.2024.

1) Nomination and Remuneration Policy

Our Company has constituted a Nomination, Remuneration and Governance Committee of
the Board of Directors and formulated a Nomination and Remuneration Policy containing
the criteria for determining qualifications, positive attributes and independence of a
director and policy relating to the remuneration for the directors, key managerial personnel
and senior management personnel of the Company. The Nomination and Remuneration
Policy is available on the website of the Company, www.calsofts.com and relevant extracts
from the Policy are reproduced in Annexure III to this report.

The Board affirms that the remuneration paid during the financial year 2023-24 to the
Employees and Key Managerial Personnel was as per the Company''s Remuneration policy.

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2) Whistle Blower Policy - Vigil Mechanism

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and
the provision of Section 177(9) read with Rule of the Companies (Meeting of Board and its
Powers) Rules 2014, the company has duly established a vigil mechanism for stakeholders,
directors and employees to report genuine concerns about unethical behaviour, actual or
suspected fraud or violation of the company''s code of conduct or ethics policy. The Audit
Committee of the Company oversee the vigil mechanism. The company affirms that no
personnel has been denied direct access to the Chairman of the Audit Committee.

The Policy also protects the whistle-blower against victimisation or discriminatory
practices. The Policy is available on the website of the Company at www.calsofts.com.

3) Board Diversity

The Policy on Board Diversity (the "Policy") sets out the Company''s approach to ensuring
adequate diversity in its Board of Directors (the "Board"). It is devised in consultation with
the Nomination and Remuneration Committee (the "Committee") of the Board.

The Company recognises and embraces the benefits of having a diverse Board of Directors
and sees increasing diversity at the Board level as an essential element in maintaining a
competitive advantage in its complex business. It is recognised that a Board composed of
appropriately qualified people with a broad range of experience relevant to the industry of
the Company is necessary to achieve effective corporate governance and sustained
commercial success.

A truly diverse Board will include and make good use of differences in skills, regional and
industry experience, background, race, gender and other distinctions among Directors.
These differences will be considered in determining the optimum composition of the
Board and, when possible, should be balanced appropriately. At a minimum, the Board of
the Company shall consist of at least one woman Director. All Board appointments are
made on merit, in the context of the skills, experience, independence, knowledge and
integrity that the Board requires to be effective.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the
Institute of Company Secretaries of India, relating to ‘Meetings of the Board of Directors’
and ‘General Meetings’, respectively, have been duly followed by the Company.

AUDITORS
Statutory Auditors

The Company has received a certificate from the Statutory Auditors to the effect they are
not disqualified to continue as Auditors of the Company. The notes on the financial
statement referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments.

Statement ou Impact of Audit Qualifications for the Fiuaucial Year euded March 31, 2024 [See Regulation
		33 / 52 of the SEBI (LODR) (Am eudmeut) Regulations, 2016]
			Audited	Adjusted Figures
			Figures	(audited figures after
I.	S.No.	Particulars	(as reported	adjustiug for
			before adjustiug	qualificatious)
			for qualificatious)	(Rs.iu Lakhs)
			(Rs.iu Lakhs)
	1.	Turnover/ Total income	428.03
	2.	T otal Expenditure	343.11
	3.	Net Profit/(Loss)	62.35	Not applicable since
	4.	Earnings Per Share	0,40	impact is not
	5.	Total Assets	2500.20	ascertainable
	6.	Total Liabilities	967.58
	7.	Net Worth	1532.62
	8.	Any other- financial item(s) (as felt appropriate by the management)	Nil	Nil
II.	Audit Qualification (each audit qualification separately):
	A. Details of Audit (i) Balances appearing in ‘Current Tax Asset (net)'' amounting to
	Qualification: Rs.380.02 Lakhs, under Current			Assets in the Standalone
		Financial Results are subject to reconciliation. The effect of the non-reconciliation is not quantifiable,
		(ii) Balances appearing in ‘Investment in Equity Instrument of
		Subsidiary'' amounting to Rs.311,38 Lakhs, grouped under the head Investments under Non-Current Financial Assets in the Standalone Financial Results is subject to Impairment testing.
		The effect of Impairment loss for		the said Investment is not
		quantifiable,
		(iii)Balances appearing in ‘Trade receivables’ amounting to Rs.
		1,465.35 Lakhs, under Current		Financial Assets in the
		Standalone Financial Results are subject to reconciliation and confirmation front the customers. Consequent impact of non¬ collection of receivables shall impair GST exemption on exports which needs to be provided. The effect of the non-confirmation / non-reconciliation is not quantifiable,
	B. Bue of Audit Qualification: _ .... . _ . .
		Qualified Opinion
	C. Frequ eucy of Reoccurs qualification:

D. For Audit Qiinlificntion(s) where the impact is quantified by the auditor, Management''s Views	Not applicable
E. For Audit Qualification(s)
where the impact is not	tj,,
quantified by the auditor:
(i) Management''s	V .
estimation on the	Not Ascertainable
impact of audit
qualification.	^\. ''
(ii) If management is unable	Mauagemeuts View:
to estimate the impact,
reasons for the same:	a) On audit qualification 2(A)(i) of the statement: For the above referred observation of the Auditors, balances appearing in ‘Current Tax Asset (net)'' amounting to Rs.380,02 Lakhs, under Current Assets in the Standalone Financial Results pertains to various previous years and the assessment is pending before the various appellate authorities and the management is confident of winning cases in favour of the Company. b) Ou audit qualification 2(A)(ii) of the statement: For the above referred observation of the Auditors, balances appearing in ‘Investment in Equity Instrument of Subsidiary'' amounting to Rs.3 11.38 Lakhs, grouped under the head Investments under Non-Current Financial Assets in the Standalone Financial Results, These investments are good in nature and the management is confident of realizing the investments in the near future with good yield and profits. If the said investment is not realizable then management will calculate impairment loss and will recognize in the future. c) Ou audit qualification 2(A)(iii) of the statement: For the above referred observation of the Auditor. Balances appearing in ‘Trade receivables’ amounting to
	Rs, 1.465.35 Lakhs, under Current Financial Assets in the Standalone Financial Results are subject to reconciliation and confirmation from the customers. The major revenue of the company is from the digital marketing and the realization of the trade receivables started happening and

D. For Audit Qualificiition(s) where the impact is quantified by tbe auditor, Mauagemeut''s Views		Not applicable
E. For Audit Qualificatiou(s) where tbe impact is uot quantified by tbe auditor: (i) Management''s estimation ou tbe impact of audit qualification.		1 / - , Not Ascertainable
(ii) If mauagemeut is uuable to estimate tbe impact, reasons for tbe same:		Managements View: a) Ou audit qualification 2(A)(i) of tbe statement: For the above referred observation of the Auditors, balances appearing in ''Current Tax Asset (net)’ amounting to Rs,380.02 Lakhs, under Current Assets in the Standalone Financial Results pertains to various previous years and the assessment is pending before the various appellate authorities and the management is confident of winning cases in favour of the Company. b) Ou audit qualification 2(A)(ii) of the statement: For the above referred observation of the Auditors, balances appealing in ‘Investment in Equity Instrument of Subsidiary'' amounting to Rs.311.38 Lakhs, grouped under the head Investments under Non-Current Financial Assets in the Standalone Financial Results, These investments are good in nature and the management is confident of realizing the investments in the near future with good yield and profits. If the said investment is not realizable then management will calculate impairment loss and will recognize in the future. c) Ou audit qualification 2(A)(iii) of the statem eut: For the above referred observation of the Auditor. Balances appearing in ‘Trade receivables'' amounting to Rs. 1,465.35 Lakhs, under Current Financial Assets in the Standalone Financial Results are subject to reconciliation and confirmation from the customers. The major revenue of the company is from the digital marketing and the realization of the trade receivables started happening and the amount has reduced from 1713.63 to 1465.35 Lakhs, Necessary provisions will be made.
	(ii) Auditors5 comments on (i) or (ii) above:		No comments further to the “Details of Audit Qualification''’

Secretarial Auditor

S. Dhanapal and Associates, Company Secretaries-in-Practice, have been appointed as
Secretarial Auditor for the financial year 2023-24, the Secretarial Audit Report in Form No. MR.3
issued by the Secretarial Auditor forms part of the Annual Report as Annexure IV to the
Board''s report.

The Secretarial Auditor has qualified the report with respect to the matters stated below.
During the period under review, the Company has complied in accordance with the
requirements to be met with the applicable provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above to the extent applicable during the year, except
for delay in filing forms on few occasions with the MCA, BSE and NSE, payment of fee to MCA;
CSR related compliances, website disclosures.

The Board is taking steps to comply with the requirements which have arisen due to technical
difficulties/ inadvertence

Cost Audit- The Company is not required to conduct a cost audit.

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PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 per
Annexure VI

Name of Director/KMP	Amount of Remuneration Per Annum (Rs. In Lakhs)	The ratio of Remuneration to Median Remuneration of Employees for the FY	% Increase In Remuneration During TheFY
Mr.VasudevanMahalirigam	-	-	-
Ms.ManimalaVasudevan	12	12	Nil
Mr.VijayakumarMadhavan	10	12	Nil

Percentage increase in the Median Remuneration of employees in the financial year

The median remuneration of employees for the financial year 2023-24 arrived at Rs. 6.00
lakhs/- per month, and the median remuneration for the previous financial year, 31st March
2024, arrived at Rs. 7.2 lakhs/- per year. Accordingly, there was an decrease of 20 % in the
median remuneration of employees in a financial year.

Number of permanent employees on the rolls of the Company as of March 31,2024

The number of permanent employees on the rolls of the Company as of March 31, 2024, was
32.

Average percentile increases already made in the salaries of employees other than
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
any exception circumstances for increase in managerial remuneration.

The average percentile increase was about 10% for all employees who went through the
compensation review cycle in the year. For the managerial position, the compensation level
remained the same with respect to the Managing Director and, Executive Director and
CFO. It has marginally increased due to annual increments based on their performance.

DETAILS OF PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE
DIRECTORS VIS A VIS THE COMPANY

1 } ‘ ,

No sitting fees were given to any non-executive Directors for every meeting of the Board
and committee meeting they attended as members of the board.

Dr. Vasudevan Mahalingam holds 55,22,972 equity shares as of March 31,2023.

INTERNAL FINANCIAL CONTROLS

The term Internal Financial Controls has been defined as the policies and procedures
adopted by the company to ensure orderly and efficient conduct of its business, including
adherence to the company’s policies, safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of accounting records, and the timely
preparation of reliable financial information. Your Company has adequate and robust
Internal Control Systems commensurate with its operations'' size, scale and complexity.

To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board. The Internal Audit Department monitors
and evaluates the efficacy and adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Based on the Internal Audit function report, process owners undertake
corrective action in their respective areas, strengthening the controls. Significant audit
observations and recommendations, along with corrective actions thereon, are presented
to the Audit Committee of the Board.

The Audit Committee also conducts discussions about Internal Control Systems with the
Internal and Statutory Auditors, and the Management of the Company satisfies themselves
on the integrity of financial information and ensures that financial controls and risk
management systems are robust and defensible.

HUMAN RESOURCES
Employee Strength and Expansion

Calsoft employs more than 1000 employees to deliver an industry-leading revenue per
employee. Calsoft continued its focus on talent localisation strategy in global locations; a
strategy adopted a decade ago, ahead of the market. This has paid rich dividends in an era
of strong emphasis on talent localisation.

In FY 2023-24, the human resource function continued to build on its organisational
strategy and mission. Our various initiatives were focused on simplifying HR function,
impacting the entire hire-to-retire cycle, and enhancing employee experience by delivering
distinctive people practices. HR function collaborated with businesses to enhance business
value by driving operational efficiencies and effective organisation design.

Talent Acquisition, Talent Development & Career Management

Calsoft’s talent acquisition & talent management practices are aligned to our strategy. We_
have leveraged Digital and Cloud technologies to enhance the quality and experience of
our Talent Acquisition, Talent Development and Career Management programs. We also
leveraged artificial intelligence & data science to hire the right talent at the right time.
Calsoft believes LEARN, UNLEARN, and RELEARN is a continuous process that will bring in
new models of employment and force organisations to rethink the Future of Work and the
Workplace. We shifted focus on enhancing the business value through increasing passion,
proficiency and value by enabling our employees to drive Performance, Productivity and
Innovation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.

The Company has not received any complaint on sexual harassment during the financial
year ended 31.03.2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS
IN FUTURE

During the year, no significant and material orders passed by the Regulators or Courts or
Tribunals impact the going concern status and the Company’s operations in future.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

No such transaction affects the financials for the year ending and the date of the report.

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EXTRACT OF ANNUAL RETURN

As per the MCA Notification dated August 28, 2020, amending to Rule 12(1), a web link of
the Annual Return is furnished in accordance with sub-section (3) of Section 92 of the
Companies Act, 2013 and as prescribed in Form MGT-7 of The Companies (Management
and Administration) Rules, 2014. You may please refer to our Company’s weblink:
https://www.calsofts.com/_files/ugd/535075_7bl7517037864c3c85bad6e285dc8f8f.pdf

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the
Companies Act, 2013 and as stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

A report on Corporate Governance, including Management Discussion and Analysis report
under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, along with a certificate from M/s. S Dhanapal &
Associates LLP, Practicing Company Secretaries, confirming the compliance is annexed
herewith marked as Annexure VII and forms part of this report.

CODE OF CONDUCT

Regarding SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and
Companies Act 2013, the Company has laid down a Code of Conduct (Code) for all the
Company''s Board Members and Senior Management Personnel. The Code is also posted on
the Company''s Website: www.calsofts.com. All Board Members and Senior Management
Personnel have affirmed their compliance with the Code for the March 31, 2023 financial
year. A declaration signed by Dr. M. Vasudevan, Managing Director, forms part of the
Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Agreement, the Management
Discussion and Analysis Report, titled Management Report, forms part of this Report.

RELATED PARTY TRANSACTIONS

During the year under review, the company has not entered into any transaction of a
material nature with its subsidiaries, promoters, Directors, management, senior
management personnel, their relatives, etc., that may have any potential conflict with the
company''s interest. The company has obtained requisite declarations from all Directors and
senior management personnel, which were placed before the Board of Directors.

There have been no materially significant related party transactions, monetary transactions
or relationships between the company and its Directors, management, subsidiary, or
relatives, except for those disclosed in the financial statements for the financial year 2023¬
24. Detailed information on materially significant related party transactions is enclosed in
Annexure II to the Board Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Since the company is in the Information Technology Enabled Services (ITES), the provisions
relating to the conservation of energy and technology absorption are not applicable.

During this FY 2023-24, the company earned Rs. 400 lakhs as foreign exchange earnings.

Pursuant to Section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, your Company complied with the compliance requirements and the details of
compliances under the Companies Act, 2013 are enumerated below:

1 J

Your Directors confirm the following:

• In preparation for the annual accounts, the applicable accounting standards were
followed along with proper explanation relating to material departures;

• The directors had selected such accounting policies. They applied them consistently and
made judgments and estimates that were reasonable and prudent to give an accurate
and fair view of the state of affairs of the company at the end of the financial year and of
the profit or loss of the company for that period.

• The directors had taken proper and sufficient care to maintain adequate accounting
records in accordance with the provisions of the Companies Act 2013 to safeguard the
company''s assets and to prevent and detect fraud and other irregularities.

• The directors had prepared the annual accounts on a going concern basis.

• Proper internal financial controls were in place, and the financial controls were adequate
and were operating effectively.

• Proper systems were in place to ensure compliance with the provisions of all applicable
laws and were adequate and operating effectively.

GREEN INITIATIVES

From the FY 2016-17 onwards, Electronic copies of Annual Reports and Notice of the Annual
General Meeting are sent to all members whose email addresses are registered with the
Company / Depository Participant(s). For members who have not registered their email
addresses, physical copies of the Annual Report were sent.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All critical and pertinent investor information, such as financial results, investor
presentations, press releases, new launches and project updates, are regularly available on
the Company''s website www.calsofts.com.

ACKNOWLEDGEMENT

We take this opportunity to thank our customers, shareholders, suppliers, bankers,
business partners/ associates and Government and regulatory authorities in India and
other countries of operation for their consistent support and encouragement to the
Company and look forward to their continued support during the coming years. We record
our appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Dr. M. Vasudevan Vijayakumar M

Managing Director & CEO Whole Time Director

Place: Chennai
Date: August 14,2024

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Mar 31, 2015

Dear Shareholders,

The Directors presenting their Report on the Business & Operations of your Company and its working results for the year 2014-15.

1. FINANCIAL RESULTS

All figures in Rs. Crores except for EPS

Consolidated Year ended Year ended Details 31-Mar-15 31-Mar-14

Total Revenues 3.69 7.22

Total Expenses 17.75 27.85

Profit before exceptional and extra-ordinary items and tax (14.05) (20.63)

Exceptional items 1.05 (6.20)

Profit before extraordinary items and tax (15.10) (14.43)

Profit before Tax (15.10) (14.43)

Current Tax Nil Nil

Deferred Tax Nil Nil

Loss for the year (15.10) (14.48)

Minority Interest Nil Nil

paid up equity capital 12.36 12.36

Earning per share (EPS) for the year (Rs)

i) Basic (12.21) (11.71)

ii) Diluted (12.21) (11.71)

All figures in Rs. Crores except for EPS

Standalone Year ended Year ended Details 31-Mar-15 31-Mar-14

Total Revenues 3.63 7.20

Total Expenses 17.24 26.30

Profit before exceptional and extra-ordinary items and tax (13.61) (19.10)

Exceptional items (1.49) (0.55)

Profit before extraordinary items and tax (12.12) (18.56)

Profit before Tax (12.12) (18.56)

Current Tax Nil Nil

Deferred Tax Nil Nil

Loss for the year (12.12) (18.56)

Minority Interest Nil Nil

paid up equity capital 12.36 12.36

Earning per share (EPS) for the year (Rs)

i) Basic (9.80) (15.01)

ii) Diluted (9.80) (15.01)

* Note: Previous year's figures have been reclassified wherever necessary to conform to current year classification.

2. DIVIDEND

The Company and the Group incurred a loss for the year and have accumulated negative reserves as at the year end. The Directors therefore recommend that no dividend be paid in respect of the Financial Year 2014-2015.

3. BUSINESS UPDATE AND OUTLOOK

After the buyer for RVC Towers that was reported last year, failed to complete the transaction the company has been unable to secure an alternative buyer even at a reduced price. Demand for office space in Chennai continues to be weak due mainly to over-supply; whilst Rupee interest rates have continued to be held high both by the RBI and by the RVC mortgagee, who is concerned about the company's continuing ability to settle the interest and capital payments as they fall due, in the absence of sufficient income from rentals. As a result the company's only remaining business, that of letting out the floors of RVC Towers that it owns, has been loss making throughout the year and is totally dependent on continuing financial support from its major shareholder.

The company continues to look for tenants to fill the vacant floors of RVC Towers, and for a buyer of the building. Until it finds a buyer for RVC the shares of the company are not an attractive option for a partner seeking a reverse takeover due to the high loan interest and low rentals on RVC. At the date of this report we have a number of prospective buyers for the building with whom we are in preliminary talks.

RESULTS OF OPERATIONS

I - Consolidated Results

During the year, your Company on a consolidated basis with all its subsidiaries earned total revenue of Rs. 3.69 Crores as against Rs. 7.22 Crores earned during the previous year. The profit before tax during the year is Rs. (15.10) Crores as against Rs. (14.43) Crores for the previous year.

After taking into account the tax provisions and adjustments for minority interest, prior period adjustments and extraordinary items if any, the loss for the year is Rs. (15.10) Crores as against a loss of Rs. (14.48) Crores of the previous year.

II - Standalone Results

During the year, your Company on a standalone basis earned total revenue of Rs. 3.63 Crores as against Rs. 7.20 Crores earned during the previous year. The profit before tax during the year is Rs. (12.12) Crores as against Rs. (18.56) Crores of the previous year.

After taking into account the tax provisions and adjustments, the loss for the year was Rs. (12.12) Crores as against a loss of Rs. (18.56) Crores for the previous year.

4. REVIEW OF SUBSIDIARIES

I - CSWL, Inc. USA and its Subsidiaries

CSWL Inc and its subsidiaries has not earned any revenue of during the year, compared to US $ 938,571 achieved during the previous year.

The subsidiary reported a loss of US$ (43926) as compared to a profit of of US$ 833,275 last year.

The results of existing subsidiaries International Innovations, Waldron Ltd and Aspire Soft Corporation are included for the full year under review.

The Company and its subsidiaries are in the process of liquidation. II - Aspire Communications Private Ltd

The Consolidated results of Aspire including its wholly owned Subsidiary Aspire Peripherals Limited have been taken into Company's Consolidated results for the full year.

Aspire on a consolidated basis has reported revenues of Rs. 0.002 Crores with loss of Rs. (2.71) Crores against the consolidated reported revenues of Rs. 0.016 Crores with a loss of Rs. (0.94) Crore of the previous year.

The Company and its subsidiaries are in the process of liquidation.

5. CONSOLIDATED RESULTS PUBLICATION

As per Section 129 of the Companies Act, 2013, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the above subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents upon request in writing to the Company Secretary at the Registered Office of the Company by any member of the Company interested in obtaining the same.

However, as required under the Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its Subsidiaries as prepared in accordance with Indian GAAP is enclosed and form part of the Annual Report and Accounts.

6. DIRECTORS

Mr. Frederick Ivor Bendle has been appointed as additional director with effect from 23rd September 2014. His appointment was confirmed at the Annual General Meeting held on 27th November 2014. He is retiring at this Annual General Meeting and being eligible offer himself for re-appointment.

Ms. Vijayapriya was appointed as Additional Director with effect from 30th April 2015 and hold office until the conclusion of this Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 1956 from a member proposing Ms. Vijayapriya as Director and a resolution for her appointment forms part of the Notice.

7. AUDIT RELATED MATTERS

7.1. Audit Committee

In terms of clause 49 of the listing agreement and the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014 the company has duly constituted a qualified and independent Audit Committee.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non- acceptance of such recommendations.

7.2. Statutory Auditors

At the Annual General Meeting of the Company held on 27th November 2014, M/s.Tomy & Francis, Chartered Accountants (Firm Registration Number 010922S) were reappointed as the Statutory Auditors of the Company to hold office until the conclusion of this Annual General Meeting. Since the Company has time up to the year 2017 to comply with the provisions relating to rotation of auditors as stipulated in Section 139 (2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it has decided to re-appoint the auditors for the financial year 2015-2016.

Accordingly, the appointment of M/s.Tomy and Francis, Chartered Accountants, as statutory auditors of the Company, is placed for approval by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Audit committee and the Board of Directors recommend the appointment of M/s. Tomy and Francis Chartered Accountant as Auditors to hold office up to the conclusion of next Annual General Meeting.

7.3. Qualifications in Auditors Report

With reference to auditor's remark in audit report, we state as follows:-

1. Note 26 and 27 in the stand alone financial statements which indicate that the Standalone Company has accumulated losses and its net worth has been fully eroded, the Standalone Company has incurred a net loss during the current and previous year(s) and, the Stand alone Company's current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in Note 26, indicate the existence of a material uncertainty that may cast significant doubt about the Stand alone Company's ability to continue as a going concern.

On sale of RVC Towers we are unlikely to realize any more than is required to settle amounts due to Canara Bank, and so after a sale the company would be left with no rental incomes and therefore no income at all to meet its ongoing staff and administration costs. Unless we can find a buyer for the Company who can attribute some value to the company's listed status and who would be willing to make an offer for the entire share capital, a sale of RVC Towers would most likely trigger the winding up of the Company.

2. Note No. 29 to the standalone financial statements and Notes to Fixed Asset schedule regarding Change in Depreciation Policy of Fixed Assets and resultant loss amounting to Rs. 58,64,486/- including prior period Depreciation of Rs. 50,21,028.00/-.

As per estimation of management no impairment of Fixed Assets was considered during the year 2014-15, since impairment losses on Fixed Assets were provided and recognized in the previous years. However, depreciation rates have been changed to amortise the depreciable value over the useful life as set out in Schedule II of Companies Act, 2013, equally, as the holding company is expected to use the same for letting out, which will be in tune with Schedule II of Companies Act 2013. Depreciation is charged on building based on the estimated remaining life period of 25 years from the date of valuation on 17-01-2013 by the approved valuer. Useful life of various assets is as given below estimating a residual value of 1% on original cost at the end of useful life.

Item Useful life

Furniture & Fitiings 10 years

Office Equipment 5 Years

Total additional depreciation charged to the profit and loss Account is Rs. 58,64,486/-.

3. Note No. 30 to the stand alone financial statement regarding write back of Account Payables to Aspire Communications P Ltd and Aspire Peripherals P Ltd, two wholly owned subsidiaries of the Standalone Company amounting to Rs. 253,45,879.00/-.

Since the company has fully stopped its principle business being Software Development and its sales and service and company have no trade receivables during the year.

Payables to Aspire Communications P Ltd and Aspire Peripherals P Ltd, wholly owned subsidiary of the company amounting to Rs. 253,45,879/- has been written back to Profit and loss account as Exceptional item as these companies have stopped all it activities.

4. Note no. 31 to the standalone financial statement regarding unsecured loans from Associate companies amounting to Rs. 246,936,135.00/-.

Auditors notes are self explanatory.

5. Company's Overseas subsidiary CSWL Inc and Indian subsidiary Aspire Communications P Ltd and it subsidiary Aspire peripherals P Ltd have stopped their operations fully. CSWL Inc has initiated Liquidation proceedings.

Those companies ceased to carry on any business operation and are in the process of liquidation.

7.4. Secretarial Audit

M/s.V.S.Sowrirajan & Associates, Company Secretaries-in- Practice were appointed as Secretarial Auditor for the financial year 2014-15. The Secretarial Audit Report in Form No.MR.3 issued by the Secretarial Auditor forms part of the Annual Report as Annexure 1 to the Board's report.

The Secretarial Audit Report contain qualifications/adverse remarks with respect to which, we state the following:

1) In respect of delayed filing of forms, we have paid applicable additional fee and the same is considered as compliance

2) In respect of non-filing of forms, the company has noted the same and file these documents with applicable additional filing fee and ensure its due compliance

3) The women director was appointed with effect from 30th April 2015 and thus the requirement stipulated under Section 152 of the Companies Act,2013 is duly fulfilled. The delay was due to technical reasons since the concerned Director was allotted Director Identification Number only from that date.

4) Since the earnings of the company was only through Rental Income, the unaudited/audited financial results for various quarters were only submitted to Stock Exchanges and placed on the website of the company and not advertised in newspapers.

7.5. Cost Audit

The Company is not required to conduct cost audit.

7.6. Internal Financial Controls

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

8. POLICY MATTERS

8.1. Nomination and Remuneration Policy

The Company has constituted a Nomination, Remuneration and Governance Committee of the Board of Directors and formulated a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and senior management personnel of the Company. The Nomination and Remuneration Policy is available on the website of the Company www.calsoftgroup.com and relevant extracts from the Policy are reproduced in Annexure 2 to this report.

The Board affirms that the remuneration paid during financial year 2014-15 to the Employees and Key Managerial Personnel was as per the Remuneration policy of the Company.

8.2. Risk Management Framework

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the Board of Directors of the Company have constituted a Risk Management Committee which is entrusted with the task of monitoring and reviewing the risk management plan and procedures of the Company. The Company has developed and implemented a risk management framework detailing the various risks faced by the Company and methods and procedures for identification, monitoring and mitigation of such risks. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. The risk management function is complimentary to the internal control mechanism of the Company and supplements the audit function.

8.3. Corporate Social Responsibility Policy

The provisions of Section 135 of the Companies Act, 2013 and the rules made there under relating to Corporate Social Responsibility are not applicable to the Company.

8.4. Vigil Mechanism

In terms of Clause 49 of the listing agreement and the provision of Section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 the company has duly established a vigil mechanism for stakeholders, directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Audit Committee of the Company oversee the vigil mechanism. The Company affirm that no personnel has been denied direct access to the Chairman of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The Policy is available on the website of the Company at http://www.calsoftgroup.com.

9. OTHER MATTERS

9.1. Debentures

During the year under review, the Company has not issued any debentures. As on date, the Company does not have any outstanding debentures

9.2. Bonus Shares

The Company has not issued any bonus shares during the financial year.

9.3. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

9.4. Transfer to Investor Education and Protection Fund

In compliance of Section 205C of the Companies Act, 1956, the dividends pertaining to the financial year 2006-07 which were lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2014- 15.

9.5. Human Resources

The Company has only one Employee.

Disclosure containing the names and other particulars of employees in accordance with the Provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: Not Applicable since no remuneration is paid to directors.

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: No Increase.

(iii) the percentage increase in the median remuneration of employees in the financial year - No Increase.

(iv) the number of permanent employees on the rolls of company - One (1).

(v) the explanation on the relationship between average increase in remuneration and company performance- Not applicable.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company- Not Applicable.

(vii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Not Applicable.

(viii) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company - Not Applicable.

(ix) the key parameters for any variable component of remuneration availed by the directors - Not Applicable.

(x) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable since no remuneration was paid to any director.

The directors affirms that the remuneration paid by the company is as per the remuneration policy of the company.

9.6. Corporate Governance

A detailed report on Corporate Governance and a certificate from the Statutory Auditors affirming compliance with the various conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

9.7. Code of Conduct

In compliance with Clause 49 of the listing agreement and Companies Act, 2013 the Company has laid down a Code of Conduct (Code) for all the Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the Company www.calsoftgroup.com. All Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31st March, 2015. A declaration to this effect signed by Mr. Bhavesh Rameshlal Chauhan, Managing Director forms part of the Corporate Governance Report.

9.8. Management Discussion and Analysis Report

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report titled as Management Report forms part of this Report.

9.9. Extract of Annual Return

In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2014-15 is provided in Annexure 3 to this report.

9.10. Number of Board Meetings

During the year, Eight (8) Board Meetings were held and details are available in the Corporate Governance Report. The intervening gap between two board meetings was within the period prescribed by the Companies Act, 2013.

9.11. Particulars of Loans, Guarantees and Investments

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments given by the Company under Section 186 of the Companies Act, 2013 is detailed in Notes to Accounts of the Financial Statements.

9.12. Related Party Transactions

During the year, the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. The related party transactions undertaken during the financial year 2014-15 are detailed in Notes to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure 4 to the Board's Report.

9.13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Since the company is in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorption are not applicable. Details of earnings and expenditure in foreign currency are given below:

2014-15 2013-14 (in Crores) (in Crores)

Foreign Exchange Earnings 0.56 4.00

Foreign Exchange Outgo 0.70 12.07

(including Capital Goods and Imported Software Packages)

9.14. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that he/she holds the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement

9.15. Board Evaluation

As required by the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non- executive directors and executive directors.

On the basis of Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

9.16. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

In terms of Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of subsidiaries are given as an Annexure 5 to the Consolidated Financial Statements.

As on 31st March 2015, the Company has two subsidiaries viz., CSWL INC and Aspire Communication Private Limited. There has been no material change in the nature of the business of the subsidiaries. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiaries and associate in form AOC-1 is attached along with the financial statement of the Company.

9.17. Material Changes and Commitments, if any, affecting the Financial Position between the end of the Financial Year and the date of Report:

There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.

9.18. Green initiatives

Electronic copies of the Annual Report 2014-15 and Notice of the Twenty Third Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the Twenty Third Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

9.19. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website (www.calsoftgroup.com) on a regular basis.

10 DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with 134(5) of the Act 2013, with respect to Directors' Responsibility Statement,

it is hereby stated -

i. that in the preparation of annual accounts for the financial year ended 31st March 2015, the applicable Accounting Standards had been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors had prepared the accounts for the financial year ended 31st March 2015 on a "going concern basis."

v. that the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates and Government and regulatory authorities in India and other countries of operation for their consistent support and encouragement to the Company and look forward to their continued support during the coming years. Your Directors place on record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Chennai Bhavesh Rameshlal Chauhan Dr. P J George 24th July, 2015 Managing Director & CEO Director

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Mar 31, 2014

Dear Shareholders,

The Directors presenting their Report on the Business & Operations of your Company and its working results for the year 2013-14.

FINANCIAL RESULTS

1. Financial Results All figures in Rs. Crores except for EPS

Consolidated Standalone

Year ended Year ended Year ended Year ended Details 31-Mar-14 31-Mar-13 31-Mar-14 31-Mar-13

Total Revenues 7.22 51.73 7.20 22.78

Total Expenses 27.85 64.07 26.30 30.38

Profit before exceptional and extra-ordinary items and tax (20.63) (12.35) (19.10) (7.60)

Exceptional items (6.20) (9.66) (0.55) 16.46

Profit before extraordinary items and tax (14.43) (2.70) (18.56) (24.06)

Profit before Tax (14.42) (2.70) (18.56) (24.06)

Current Tax Nil Nil Nil Nil

Deferred Tax Nil 0.06 Nil Nil

Loss for the year (14.48) (2.75) (18.56) (24.06)

Minority Interest Nil Nil

paid up equity capital 12.36 12.36 12.36 12.36

Earning per share (EPS) for the year (Rs)

i) Basic (11.71) (2.23) (15.01) (19.46)

ii) Diluted (11.71) (2.23) (15.01) (19.46)

* Note: Previous year''s figures have been reclassified wherever necessary to conform to current year classification.

DIVIDEND

The Company and the Group incurred a loss for the year and have accumulated negative reserves as at the year end. The Directors therefore recommend that no dividend be paid in respect of the Financial Year 2013-2014.

BUSINESS UPDATE AND OUTLOOK

The restructuring plan started in 2012 is close to completion at the date of this report. The businesses of the company that were all loss making, have been sold off for cash; and all of the many disputes and known claims against the company have been settled. The Company''s remaining subsidiaries have been closed and liquidated, or are close to being liquidated. The cash realised has been used mainly to settle claims and to maintain the interest and capital repayments on the loan secured on RVC Towers, the company''s headquarters building in Chennai, which has proved extremely difficult to sell. Had the Company defaulted on that loan it would almost certainly have caused a rapid and total collapse of the company and destroyed any chance of recovery. There is now a glimmer of hope on the horizon, as at the date of this report the Board has secured a buyer for RVC Towers, at a reasonable market price, although there will be limited surplus funds remaining from the sale price after settlement of the outstanding mortgage in favour of Canara bank. The sale of RVC Towers will at last allow the Board to move forward with its intentions to structure a reverse takeover of Calsoft, which we hope will form a platform to build some future value.

RESULTS OF OPERATIONS

I - Consolidated Results

During the year, your Company on a consolidated basis with all its subsidiaries earned total revenue of Rs. 7.22 Crores as against Rs. 51.73 Crores earned during the previous year. The profit before tax during the year is Rs. (14.42) Crores as against Rs. (2.70) Crores for the previous year.

After taking into account the tax provisions and adjustments for minority interest, prior period adjustments and extraordinary items if any, the loss for the year is Rs. (14.48) Crores as against a loss of Rs. (2.75) Crores of the previous year. The results of operations of acquired subsidiaries have been consolidated into the accounts.

II - Standalone Results

During the year, your Company on a standalone basis earned total revenue of Rs. 7.20 Crores as against Rs. 22.78 Crores earned during the previous year. The profit before tax during the year is Rs. (18.56) Crores as against Rs. (24.06) Crores of the previous year.

After taking into account the tax provisions and adjustments, the loss for the year was Rs. (18.56) Crores as against a loss of Rs. (24.06) Crores for the previous year.

REVIEW OF SUBSIDIARIES

The Company''s Subsidiary Inatech Infosolutions Private Limited was disposed of during the year by sale for cash, in accordance with valuations carried out by a certified valuer and the consent of shareholders.

In addition the businesses conducted by Calsoft in India and Dubai were sold for cash.

I - CSWL, Inc. USA and its Subsidiaries

CSWL Inc and its subsidiaries earned total revenue of US $ 938,571 on a consolidated basis during the year, compared to US $ 1,771,134 achieved during the previous year.

The subsidiary reported a profit of US $ 833,275 as compared to a profit of US $ 225,366 last year.

The results of existing subsidiaries International Innovations, Waldron Ltd and AspireSoft Corporation are included for the full year under review.

The Company and its subsidiaries are in the process of liquidation.

II - Aspire Communications Private Ltd

The Consolidated results of Aspire including its wholly owned Subsidiary Aspire Peripherals Limited have been taken into Company''s Consolidated results for the full year.

Aspire on a consolidated basis has reported revenues of Rs. 0.01 Crores with loss of Rs. 0.94 Crores against the consolidated reported revenues of Rs. 0.01 Crores with a loss of Rs. 0.45 Crore of the previous year.

The Company and its subsidiaries are in the process of liquidation.

CONSOLIDATED RESULTS PUBLICATION

As per Section 129 of the Companies Act, 2013, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the above subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents upon request in writing to the Company Secretary at the Registered Office of the Company by any member of the Company interested in obtaining the same.

However, as required under the Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its Subsidiaries as prepared in accordance with Indian GAAP is enclosed and form part of the Annual Report and Accounts.

DIRECTORS

Mr. K Chandra Pratap resigned as Directors with effect from 31st March 2014 the close of business hours. The Directors wish to place on record the valuable service rendered by him during his tenure.

Mr. T.R. Ramasamy has been appointed as an additional director with effect from 31st March 2014.

Mr. Frederick Ivor Bendle has been appointed as additional director with effect from 23rd September 2014.

The Company has received notice under Section 160 of the Companies Act, 1956 from a member proposing Mr. T R Ramasamy for appointment to the office of Director.

The Company has received notice under Section 160 of the Companies Act, 1956 from a member proposing Mr. Frederick Ivor Bendle for appointment to the office of Director.

AUDITORS

The statutory auditors M/s Tomy & Francis, Trichur, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

AUDITORS REPORT

With reference to auditor''s remark in audit report, we state as follows:-

(i) Note No.26 to the financial statement regarding Impairment of Fixed Assets amounting to Rs. 44,539,816/-.

Land and and Building was written down by Rs. 21,218,585/- in 2012-13 based on the realizable value of the land and building (As valued by Valuer on 17/01/2013).

Based on the above valuation the management has impaired the value of Plant & Machinery and Electrical Fittings which are integral part of the above property and are having no other realizable value separately, as given below:

Plant & Machinery - Rs. 3,75,84,496

Electrical Fittings - Rs. 56,57,320

Further as part of the settlement with one of the tenants company has acquired Furniture & fixtures for Rs. 12,98,000/-. This has also been impaired fully.

Total impairment cost of Rs. 445,39,816/- is over and above the regular depreciation charged during the year and hence taken to Statement of Profit and Loss as exceptional item.

(ii) Note No. 6 to the financial statement and Notes to Fixed Asset schedule regarding Change in Depreciation Policy of land & building and resultant loss amounting to Rs. 137,38,189/-.

Building Depreciation is charged assuming a remaining life period of 25 years from the date of valuation on 17th January 2013 and depreciation charged due to this change during the year is Rs. 137,38,189/-.

(iii) Note No. 27 to the financial statement regarding restatement of receivables and payables write back of excess provision of Rs. 227,05,294/-.

During the year the company reassessed its Trade receivables and payables accumulated over the years and restated them on a realistic basis. On the basis of above, net write off of bad Debts, other receivables, old Deposits and payables were written off for Rs. 269,10,239/- against the existing provision. Excess Provision of Rs. 227,05,294/- was written back to profit and Loss Account.

Remaining receivables and payables are subject to confirmation. These are all intercompany transactions and in the opinion of the management and they are not prejudicial to the interest of the company and at consolidated level they get eliminated.

(iv) Note No. 45 to the financial statement regarding Disinvestment of wholly owned subsidiary Inatech Infosolutions P Ltd resulting in a profit of Rs. 50,019,646/-.

During the year, 21/02/2014 the company had dis-invested its entire holding in wholly owned subsidiary Inatech Info Solutions P Ltd by transferring the shares to Chemoil International pte ltd, Singapore a company from parent group. Share purchase agreement between two companies dated 23/12/2013 was approved by the Board of Directors in the Board Meeting held on same date. By the above SPA, the purchase consideration was fixed at Rs. 0.48/- per each of 16,998,985 shares of Rs. 1/- held by the company in Inatech Info Solutions P Ltd. The valuation of shares was done by an outside valuer. Based on above total purchase consideration received was Rs. 82,28,458.37.

As on the date of transfer Company''s books of accounts had a net payable amount of Rs. 58,790,172/- to Inatech Info Solutions P Ltd. This amount was written back and is considered as a part of Purchase consideration resulting in a total net profit of Rs. 50,019,646/- on sale of Investment and taken to profit and loss Account as an Exceptional item.

The carrying value of Investment in Inatech Info Solutions P Ltd was impaired by the management by Rs. 406,886,886/- in the preceding two years.

(v) Note no. 46 to the financial statement regarding unsecured loans from Associate companies amounting to Rs. 110,286,406/-.

Auditor''s notes are self explanatory.

(vi) Account Receivable and payables are subject to confirmation.

These are all intercompany transactions and in the opinion of management they are not pre-juducial to the interest of the Company and art consolidated level they get eliminated.

(vii) Company''s Overseas subsidiary CSWL Inc and Indian subsidiary Aspire Communications P Ltd and it subsidiary Aspire peripherals P Ltd have stopped their operations fully. CSWL Inc has initiated Liquidation proceedings.

Auditor''s notes are self explanatory.

DEPOSITS

We have not accepted any fixed deposits and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance. A detailed report on Corporate Governance is given as Annexure to this Annual Report

Certificate of the Auditors regarding the compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also given in the Annual Report.

HUMAN RESOURCE MANAGEMENT

The total number of our head count as on 31st March 2014 was 1 as against 204 as on 31st March 2013.

PARTICULARS OF EMPLOYEES

In terms of the provisions of the Companies Act, 2013 none of the employees were drawing salary more than the prescribed limit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The details of the earnings and expenditure in foreign currency are given below:

2014 2013 (Rs. in Crores) (Rs. in Crores)

Foreign exchange earnings 4.00 14.99

Foreign exchange outgo (including capital goods and imported software packages) 12.07 28.80

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

* In the preparation of the Annual Accounts for the year under report, the applicable accounting standards have been followed;

* Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013;

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* The Annual Accounts have been prepared on a Going Concern Basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates and Government and regulatory authorities in India and other countries of operation for their consistent support and encouragement to the Company and look forward to their continued support during the coming years. Your Directors place on record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Chennai Bhavesh Rameshlal Chauhan Dr. P J George 23rd September, 2014 Managing Director & CEO Director

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Mar 31, 2013

Dear Shareholders,

The Directors presenting their Report on the Business & Operations of your Company and its working results for the year 2012-13.

FINANCIAL RESULTS

1. Financial Results All figures in $ Crores except for EPS

Consolidated Standalone Year ended Year ended Year ended Year ended Details 31-Mar-13 31-Mar-12 31-Mar-13 31-Mar-12

Total Revenues 51.73 79.90 22.78 21.39

Total Expenses 64.07 116.82 30.38 38.58

Profit before exceptional and extra-ordinary items and tax (12.35) (36.92) 7.60 (17.18)

Exceptional items (9.66) 40.19 16.46 46.34

Profit before extraordinary items and tax (2.70) (77.11) (24.06) (63.52)

Profit before Tax (2.70) (77.11) (24.06) (63.52)

Current Tax Nil 0.37 Nil Nil

Deferred Tax 0.06 (23.94) Nil 1.69

Loss for the year (2.75) (75.08) (24.06) (65.22)

Minority Interest Nil (2.47) NA

paid up equity capital 12.36 12.36 12.36 12.36

Earning per share (EPS) for the year (Rs)

i) Basic (2.23) (62.72) (19.46) (52.74)

ii) Diluted (2.23) (62.72) (19.46) (52.74)

*Note: Previous year''s figures have been reclassified wherever necessary to conform to current year classification.

DIVIDEND

Due to the loss incurred during the year, the Board of Directors of your company does not recommend any dividend for the Financial Year 2012-13.

BUSINESS UPDATE AND OUTLOOK

The Board is continuing with the restructuring plan which was started last year and will pursue until completion. Most of the remaining business has been disposed and the company is beginning to turn around. We are negotiating with a suitable buyer to find the most acceptable terms to the company for the reverse take-over of Calsoft. Once the terms and conditions of the transaction are acceptable, we will be writing to the shareholders again in due course.

RESULTS OF OPERATIONS

I - Consolidated Results

During the year, your Company on a consolidated basis with all its subsidiaries earned total revenue of $ 51.73 Crores as against $ 79.90 Crores earned during the previous year. The profit before tax during the year is $ (2.70) Crores as against $ (77.11) Crores for the previous year.

After taking into account the tax provisions and adjustments for minority interest, prior period adjustments and extraordinary items if any, the loss for the year is $ (2.75) Crores as against a loss of $ (75.08) Crores of the previous year. The results of operations of acquired subsidiaries have been consolidated into the accounts.

II - Standalone Results

During the year, your Company on a standalone basis earned total revenue of $ 22.78 Crores as against $ 21.39 Crores earned during the previous year. The profit before tax during the year is $ (24.06) Crores as against $ (63.52) Crores of the previous year.

After taking into account the tax provisions and adjustments, the loss for the year was $ (24.06) Crores as against a loss of $ (65.22) Crores for the previous year.

REVIEW OF SUBSIDIARIES

I - CSWL, Inc. USA and its Subsidiaries

CSWL Inc and its subsidiaries earned total revenue of US$ 1,771,134 on a consolidated basis during the year, compared to US $ 10,077,911 achieved during the previous year.

The subsidiary reported a profit of US$ 226,159 as compared to net consolidated loss of US$ (5,938,066) last year.

The results of existing subsidiaries Healthnet International Inc and its 100% subsidiary International Innovations, Waldron Ltd and AspireSoft Corporation are included for the full year under review.

At the special meeting held on June 1, 2012, the management of CSWL Inc., approved a proposed plan of complete liquidation and dissolution of the Company and its subsidiaries. Currently the Company is in the process of implementing the complete liquidation and dissolution and the operations have also been ceased effective from July 1, 2012. In accordance with this proposed plan, the Company has disposed off the entire fixed assets; the receivables and payables represent dues from and dues to related parties only.

II - Inatech Infosolutions Pvt. Ltd

The consolidated results of Inatech including its wholly owned UK subsidiary and UK Subsidiary''s subsidiary Inatech Egypt have been taken into the Company''s consolidated results.

Inatech on a consolidated basis reported revenues of $ 34.56 Crores with a profit of $ 2.42 Crores against the consolidated reported revenues of $ 47.27 Crores with a profit of $ 1.35 Crores of the previous year.

III - Aspire Communications Pvt, Ltd

The Consolidated results of Aspire including its wholly owned Subsidiary Aspire Peripherals Limited have been taken into Company''s Consolidated results for the full year.

Aspire on a consolidated basis has reported revenues of $ 0.01 Crores with loss of $ 0.05 Crores against the consolidated reported revenues of $ 0.45 Crores with a profit of $ 0.45 Crore of the previous year. The Company has stopped all its operations post sale of OPD division during the financial year 2011-12.

CONSOLIDATED RESULTS PUBLICATION

As per Section 212 (8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the above subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents upon request in writing to the Company Secretary at the Registered Office of the Company by any member of the Company interested in obtaining the same.

However, as required under the Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its Subsidiaries as prepared in accordance with Indian GAAP is enclosed and form part of the Annual Report and Accounts.

DIRECTORS

Mr. Frederick Ivor Bendle has been resigned as Managing Director and CEO as well as director with effect from 14th August 2012. Mr. Bhavesh Rameshlal Chauhan has been appointed as Managing Director and CEO with effect from 14th August 2012.

The Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing Mr. K Chandra Pratap for appointment to the office of Director liable to retire by rotation.

As per Article 121 of the Articles of Association Mr. K Chandra Pratap retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

The statutory auditors M/s Tomy & Francis, Trichur, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

AUDITORS REPORT

With reference to auditor''s remark in audit report, we state as follows:- (i) Note No.26 to the financial statement regarding Impairment of Investments in subsidiaries amounting to $ 174,056,849/- Taking into consideration the post sale scenario of its OPD division and considering the past performance of the subsidiaries company in the year 2011-12 decided to reassess the value of its investment in subsidiaries. It was also decided to write off excess carrying value over the book value of its Indian subsidiary Inatech Infosolutions Private Limited. The year under report also the management has decided to Impair the investment in its overseas subsidiary CSWL Inc ( The company has stopped all its operations) by writing off excess value over its book value and to impair the Investment in Preference shares of Inatech Info solutions Private Limited by writing off excess carrying value over the face value. Total Investment write off included in exceptional items is as given below:

Inatech Infosolutions Private Limited - $ 68,132,886 CSWL Inc - $105, 923,963

Total - $174,056,849

(ii) Note No. 27 to the financial statement regarding Impairment of land & building amounting to $ 21,218,585/- Land and Building were impaired in line with its realizable value based on third party valuer.

(iii) Note No. 44 to the financial statement regarding settlement of payables to Calsoft Labs India P Limited.

On April 11, 2011, company as a part of Group Strategy, entered into a Master Agreement with ALTEN EUROPE, SARL, France to sell its entire OPD business.

There were disputes at the group level regarding earn outs. These disputes were settled among all the companies involved by way of an agreement entered on 10-06-2013. As a result of this agreement certain paybles due to Calsoft India labs P Ltd was settled.

(iv) Note No. 45 to the financial statement regarding transfer of entire business assets relating to its Indian operations to wholly owned subsidiary Inatech Infosolutions P Ltd.

As a part of group strategy Company has transferred its remaining Indian operations including entire employees and contracts to its wholly owned subsidiary Inatech Infosolutions Private Limited based on approval obtained from shareholders of the Company by way of Postal ballot. As part of this following Fixed Assets were transferred to Inatech Computers & Licence fee at Written Down value $ 635,634/- Product Solutions as per valuation $ 375,000/- Transfer of Business Assets has resulted in a profit of $ 3,422,968/- and was taken to the profit and loss account as an extraordinary item of the year under report. Over the years the company has made a provision for gratuity $ 11,030,102.

(v) Note No. 46 to the financial statement regarding non reconciliation of Schedules for expenses Payables with the General ledger.

As part of restructure all unclaimed payables were written back.

DEPOSITS

We have not accepted any fixed deposits and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance. A detailed report on Corporate Governance is given as Annexure to this Annual Report

Certificate of the Auditors regarding the compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also given in the Annual Report.

HUMAN RESOURCE MANAGEMENT

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy.

The total number of our head count as on 31st March 2013 was 204 as against 266 as on March 31st 2012.

In 2012-13, your company will continue to focus on introducing policies, practices & systems in the area of performance management, recognition, talent management & talent engagement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended, none of the employees were drawing salary more than the prescribed limit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The details of the earnings and expenditure in foreign currency are given below:

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

- In the preparation of the Annual Accounts for the year under report, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts have been prepared on a Going Concern Basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / associates and Government and regulatory authorities in India and other countries of operation for their consistent support and encouragement to the Company and look forward to their continued support during the coming years. Your Directors place on record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Chennai Bhavesh Rameshlal Chauhan Dr. P J George

13th August 2013 Managing Director & CEO Director

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Mar 31, 2012

Dear Shareholders,

The Directors presenting their Report on the Business & Operations of your Company and its working results for the year 2011-12.

FINANCIAL RESULTS

1. Financial Results All figures in Rupees Crores except for EPS

Consolidated Stand alone Year ended Year ended Year ended Year ended Details 31-Mar-12 31-Mar-11 31-Mar-12 31-Mar-11

Total Revenues 79.90 181.01 21.39 75.33

Total Expenses 116.82 218.05 38.58 88.98

Profit before exceptional and extra-ordinary items and tax (36.92) (37.04) (17.18) (13.65)

Exceptional items 40.19 0.03 46.34 Nil

Profit before extraordinary items and tax (77.11) (37.07) (63.52) (13.65)

Profit before Tax (77.11) (37.07) (63.52) (13.65)

Current Tax 0.37 0.12 Nil Nil

Deferred Tax (23.94) (16.30) 1.69 (5.85)

Profit/(Loss) for the year before Minority Interest (75.08) (20.89) (65.22) (7.80)

Minority Interest (2.47) 1.75 NA NA

Profit/(Loss) for the year (77.55) (19.14) (65.22) (7.80)

paid up equity capital 12.36 12.36 12.36 12.36

Earning per share (EPS) for the year (Rs)

i) Basic (62.72) (15.48) (52.74) (6.31)

ii) Diluted (62.72) (15.48) (52.74) (6.31)

*Note: Previous year's figures have been reclassified wherever necessary to conform to current year classification.

DIVIDEND

Due to the loss incurred during the year, the Board of Directors of your company does not recommend any dividend for the Financial Year 2011-12.

BUSINESS UPDATE AND OUTLOOK

In 2009 your Board of Directors reviewed the existing business assets of the Group and formed the view that the assets would be more valuable sold separately than if kept together as a business. They therefore sought buyers for the main businesses and tried to reposition the company as an incubator fund for start-up ventures. The main revenue generating businesses; American Healthnet and Calsoft Labs (OPD Division) were all sold under arrangements whereby much of the expected consideration was dependent upon the realization (whilst under the buyers control) of certain performance targets. Unfortunately, due principally to the very difficult economic environment, in no case have those targets been met. As a consequence the value ultimately realized for the assets was very much lower than expected, and the cash received has been much less. This situation was exacerbated by the long time taken to find buyers and negotiate the transactions, during which a degree of uncertainty and distraction has affected the clients and market alike. During this extended period the Group has continued to be burdened with a level of overhead, including very substantial and expensive bank debt secured on its property that is no longer maintainable with the revenues being generated. As a consequence the Group has no significant businesses left, has high operating costs and is short of funds.

Your Board now considers that the plan to become an incubator fund cannot be realized since the Group has little of its own funds and that there is little prospect of it raising significant equity funding. Therefore we have taken the decision to sell the Groups investment in Epay, as it would have required very significant funding for approximately another two years before it becomes financially self- supporting. The Investment was sold for US $800,000 half of which has already been received. The remainder is deferred but is not contingent. The Board is currently reviewing its investment in Impelsys, which although it does not require any funding, could be sold to provide much needed funds.

Although the balance sheet of the Group appears to contain cash resources, almost all of this is held in Escrow by the Company's bank in India as cash collateral for the future capital repayments on the Company's loans. This escrow was required as a condition of the sale of the businesses that had hitherto generated the funds to make repayments. Consequently just after the year end the Group was forced to seek emergency financial help from its main shareholder in order to meet its ongoing liabilities as they fell due. An amount of US $1million was provided on terms by which the money can be partly or fully set off against invoices for software development work that was awarded to the Group by the main shareholder. This work is being carried out at the Groups normal arms-length rates.

Despite changes that have been made the Group continues to incur losses of approximately US$300,000 per month, a situation that is unsustainable and irreversible within the time available from present funding.

The Board has therefore developed a restructuring plan which we hope to implement before the end of this year. The plan involves disposing of the remaining businesses, and taking the company into more profitable IT enabled business sector which has potential to improve shareholder value. We have identified a buyer in a suitable high technology sector who is interested in a reverse takeover to acquire Calsofts listing and reputation; and we have opened discussions with Calsofts's major shareholder for a possible sale of the company's intellectual property which was originally developed for them, and to whom it therefore still has some value. We are in negotiations to find an acceptable structure and value for these transactions and we will be writing to shareholders again in due course

RESULTS OF OPERATIONS

I - Consolidated Results

During the year, your Company on a consolidated basis with all its subsidiaries earned total revenue of Rs. 79.90 Crores as against Rs. 180.99 Crores earned during the previous year. The profit before tax during the year is Rs. (77.13) Crores as against Rs. (37.07) Crores for the previous year.

After taking into account the tax provisions and adjustments for minority interest, prior period adjustments and extraordinary items if any, the loss for the year is Rs. (77.55) Crores as against a loss of Rs. (19.14) Crores of the previous year. The results of operations of acquired subsidiaries have been consolidated into the accounts.

II - Standalone Results

During the year, your Company on a standalone basis earned total revenue of Rs. 21.39 Crores as against Rs. 75.33 Crores earned during the previous year. The profit before tax during the year is Rs. (63.52) Crores as against Rs. (13.64) Crores of the previous year.

After taking into account the tax provisions and adjustments, the loss for the year was Rs. (65.22) Crores as against a loss of Rs. (7.80) Crores for the previous year.

REVIEW OF SUBSIDIARIES

I - CSWL, Inc. USA and its Subsidiaries

CSWL Inc and its subsidiaries earned total revenue of US$ 5.29 Million (equivalent to Rs. 25.45 Crores approx) on a consolidated basis during the year, compared to US $ 22.50 million (equivalent to Rs.105.84 Crores) achieved during the previous year.

The subsidiary reported a net loss of US$ (3.26) Million - approx Rs. (14.39) Crores as compared to net consolidated loss of US$ 2.77 million (equivalent to Rs. 12.51 Crores) last year.

The results of existing subsidiaries Healthnet International Inc and its 100% subsidiary International Innovations, Waldron Ltd and AspireSoft Corporation are included for the full year under review.

II- Inatech Infosolutions Pvt. Ltd

The consolidated results of Inatech including its wholly owned UK subsidiary and UK Subsidiary's subsidiary Inatech Egypt have been taken into the Company's consolidated results.

Inatech on a consolidated basis reported revenues of Rs. 47.27 Crores with a profit of Rs. 1.35 Crores against the consolidated reported revenues of Rs. 53.70 Crores with a loss of Rs. (4.95) Crores of the previous year.

III- Aspire Communications Pvt, Ltd

The Consolidated results of Aspire including its wholly owned Subsidiary Aspire Peripherals Limited have been taken into Company's Consolidated results for the full year.

Aspire on a consolidated basis has reported revenues of Rs. 0.45 Crores and profit of Rs. 0.46 Crores against the consolidated reported revenues of Rs. 6.29 Crores and net loss of Rs. (0.04) Crore of the previous year.

CONSOLIDATED RESULTS PUBLICATION

As per Section 212 (8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the above subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents upon request in writing to the Company Secretary at the Registered Office of the Company by any member of the Company interested in obtaining the same.

However, as required under the Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its Subsidiaries as prepared in accordance with Indian GAAP is enclosed and form part of the Annual Report and Accounts.

DIRECTORS

Mr. Sreedhar Santhosh has been resigned as Managing Director and CEO and in his place Mr. Frederick Ivor Bendle was appointed as Managing Director and CEO with effect from 13th February 2012. During the year under review Mr. Thomas Kevin Reilly, Mr. Dan George Peterson and Mr. Mats Henerik Berglund resigned as Director. Mr. Bhavesh Rameshlal Chauhan and Mr. Chandra Pratap P were appointed as additional directors.

The Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing Bhavesh Rameshlal Chauhan and Mr. Chandra Pratap P for appointment to the office of Director liable to retire by rotation.

As per Article 121 of the Articles of Association Dr. P J George retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

The statutory auditors M/s Tomy & Francis, Trichur, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

DEPOSITS

We have not accepted any fixed deposits and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance. A detailed report on Corporate Governance is given as Annexure to this Annual Report Certificate of the Auditors regarding the compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also given in the Annual Report.

HUMAN RESOURCE MANAGEMENT

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy.

The total number of our head count as on 31st March 2012 was 212 as against 266 as on March 31st 2011.

In 2011-12, your company will continue to focus on introducing policies, practices & systems in the area of performance management, recognition, talent management & talent engagement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended, none of the employees were drawing salary more than the prescribed limit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The details of the earnings and expenditure in foreign currency are given below:

2012 2011 (Rs. in Crores) (Rs.in Crores) Foreign exchange earnings 9.70 67.41

Foreign exchange outgo (including capital goods and imported software 10.40 8.58 packages)

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

- In the preparation of the Annual Accounts for the year under report, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts have been prepared on a Going Concern Basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates and Government and regulatory authorities in India and other countries of operation for their consistent support and encouragement to the Company and look forward to their continued support during the coming years. Your Directors place on record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Chennai Frederick Ivor Bendle Dr P J George

14th July 2012 Managing Director & CEO Director

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Report on the Business & Operations of your Company and its working results for the year 2010-11.

Financial Results - Highlights All figures in Rupees Crores except EPS

Consolidated Standalone

Year Year Year Year ended ended ended ended March March March March Details 31,2011 31,2010 31,2011 31,2010

Total Revenues 180.99 200.50 75.33 90.06

EBITDA (18.16) 11.29 (0.05) 23.17

Interest & Finance Charges 10.60 11.40 8.16 8.87

Depreciation & 8.28 10.54 5.44 6.04 Amortization

Profit before Tax (35.32) 33.22 (13.65) 8.26

Provision for Taxation

Current Tax (10.25) 15.48 Nil 1.37

Deferred Tax (5.93) 8.81 (5.85) 1.60

Profit after tax (PAT) (19.14) 35.68 (7.80) 5.29

Surplus available for 14.33 36.76 Nil 21.99 appropriation

Appropriations

Dividend Proposed Nil 2.47 Nil 2.47

Dividend Distribution Tax Nil 0.42 Nil 0.42

Transferred to General reserve Nil 0.40 Nil 0.40

Balance Carried to Balance 14.33 33.48 10.89 18.70 sheet

Paid-up Equity Share 12.36 12.36 12.36 Nil Capital

Earning per share for the year (Rs)

i) Basic (15.48) 28.86 (6.31) 4.28

ii) Diluted (15.48) 28.86 (6.31) 4.28

*Note: Previous year’s figures have been reclassified wherever necessary to conform to current year classification.

Results of Operations

I) Consolidated Results

During the year, your Company on a consolidated basis with all its subsidiaries earned total revenue of Rs.180.99 Crores as against Rs.200.50 Crores earned during the previous year. The EBITDA during the year is Rs.(18.16) Crores as against Rs 11.29 Crores for the previous year. After taking into account the tax provisions and adjustments for minority interest, prior period adjustments and extraordinary items if any, the loss for the year is Rs.(19.14) Crores as against a profit of Rs.35.68 Crores of the previous year. The results of operations of acquired subsidiaries have been consolidated into the accounts.

II) Standalone Results

During the year, your Company on a standalone basis earned total revenue of Rs.75.33 Crores as against Rs. 90.06 Crores earned during the previous year. The EBITDA during the year is Rs (0.05) Crores as against Rs.23.17 Crores of the previous year.

After taking into account the tax provisions and adjustments, the loss for the year was Rs. (7.80) Crores as against a profit of Rs.5.29 Crores for the previous year.

Dividend

Your Directors do not consider it prudent to recommend any dividend as your company has been running at a loss for the year ended 31st March 2011.

Business

Your company is primarily engaged in the business of providing IT services and solutions to its customers in US, Europe, Middle East and India.. Our consolidated revenues show a loss due to 2 main reasons listed below:

-The impairment from American Healthnet – a wholly owned subsidiary of CSWL.

-Write off of bad debts resulting from 2 of our US customers

Your company has been engaged in the process of completing the sale of its Outsourced Product Development Business to Alten Europe (SARL).The sale includes all its tangible and intangible assets and head counts. The sale was concluded on 18th April 2011 for a consideration of about Rs.100 Crores including initial payment and future payments based on the OPD business meeting certain performance targets over the next 18 months as outlined in the final definitive agreements.

Due to the divestments of its subsidiaries and also the sale of its OPD business division (Calsoft Labs) your company operations have become smaller in size with only 266 employees compared to 945 last year.

Review of Subsidiaries

I - CSWL, Inc. USA and its subsidiaries

CSWL Inc and its subsidiaries earned total revenue of US$ 22.50 million (equivalent to Rs. 105.84 Crores approx) on a consolidated basis during the year, compared to US $ 24.55 million (equivalent to Rs.109.73 Crores) achieved during the previous year.

The subsidiary reported a net loss of US$ (2.77) million -approx (Rs. 12.51) Crores as compared to net consolidated profit of US$ 6.92 million (equivalent to Rs. 32.56 Crores) last year.

The results of existing subsidiaries HealthNet International Inc., Aspire Soft, International Innovations Inc, Waldron Ltd and CNHC, LLC DBA ePayhealthcare (“ePay”) are included for the full year under review.

II - Inatech Infosolutions Pvt. Ltd

The consolidated results of Inatech including its wholly owned UK subsidiary and UK Subsidiary’s subsidiary Inatech Egypt have been taken into the Company’s consolidated results.

Inatech on a consolidated basis reported revenues of Rs.53.70 Crores with a loss of Rs.(4.95) Crores against the consolidated reported revenues of Rs.70.09 Crores and profits after tax of Rs. (0.71) Crores of the previous year.

III - Aspire Communications Pvt, Ltd

The Consolidated results of Aspire including its wholly owned Subsidiary Aspire Peripherals Limited have been taken into the Company’s Consolidated results for the full year.

Aspire on a consolidated basis has reported revenues of Rs. 6.29 Crores and net loss of Rs.(0.04) Crores against the consolidated reported revenues of Rs 5.11 Crores and net profit of Rs.0.06 Crore of the previous year.

IV - EastPoint Solutions Limited

This company was incorporated as a wholly owned subsidiary in the year 2007 in order to make appropriate foray in Business Process Outsourcing area (BPO) either on start up basis or with suitable investments /acquisitions of existing companies in this space. As on date the Company is yet to commence any commercial activity and there are no revenues or profits for the period ended March 31, 2011.

V - Calsoft Labs (India) Private Limited

Calsoft Labs (India) Private Limited was incorporated, in January 2011 to facilitate the transfer of the assets of the OPD Business of Labs after the completion of its sale to ALTEN Europe

The Company reported a turnover of Rs. 2.96 Crores.

VI - Calspence Technologies Private Limited (JV Company) Calspence Techonologies Private Limited in which the Company hold 50% shares reported a turnover of Rs.0.80 Crores with a loss of Rs.0.07 Crores for the year ending 31st March 2011.

Central Government Approval

Your company has been making applications for an approval under Section 212(8) of the Companies Act, 1956 from the Ministry of Corporate Affairs, seeking exemption from attaching the Annual Report of Subsidiary Companies with the Annual Report of the Company. The Ministry of Corporate Affairs, Government of India vide its Circular dated 08th February 2011 has provided general exemption to companies from attaching the balance sheets of their Subsidiary Companies as required under Section 212(8) of the Companies Act, 1956.

The exemtion is available provided the company publish the audited consolidated financial statements in the Annual Report. The Conosolidated financial statements duly audited are presented along with the accounts of your company. The statement as required under section 212 is given as part of the consolidated accounts in this report. The annual accounts of subsidiary Companies are kept at the company’s registered office and also at the respective registered office of the subsidiaries for inspection and shall be made available to the members seeking such information.

Capital Market Developments

The market capitalizations of your Company stood at Rs.37.03 crores as on March 31, 2011, based on the closing quotations on the National Stock Exchange.

Completion of Transfer of OPD Business Division (Calsoft Labs)

During the year the company has completed the closure of its sale of Outsourced Product Division (OPD Business Division ) of Calsoft to the buyer ALTEN EUROPE, SARL (Alten). The sale include all its tangible and intangible assets and transferred OPD employees. The total sale consideration is around Rs.100 Crores including initial payment and future payments based on OPD business meeting certain performance targets over the next 18 months as outlined in the definitive agreements.

Directors

Mr. Jerome Lazatin Lorenzo has resigned as director with effect from 03rd March 2011 and Mr. Clyde Michael Bandy resigned as Chairman and Director with effect from 25th April 2011. The Board wishes to place on record its deep sense of appreciation for the invaluable contribution made by Mr. Jerome Lazatin Lorenzo and Mr. Clyde Michael Bandy during their tenure as directors of the Company.

Mr. Mats Henerik Berglund, Chief Operating Officer & Chief Financial Officer of Chemoil has been inducted as an additional director with effect from 27th April 2011. Mr. Mats has held very senior positions in various industries. Mr. Mats Henerik Berglund is a non executive director. Mr. Mats Henerik Berglund will hold office upto the date of the ensuing Annual General Meeting. Mr. Thomas Kevin Reilly, Chief Executive Officer of Chemoil has been appointed as additional director with effect from 06th May 2011. He is the Chairman (non executive) of the Board. He has rich experience in the field of Fuel trading and bunker operations. He will hold office up to the date of the ensuing Annual General Meeting.

The Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing Mr. Mats Henerik Berglund and Mr. Thomas Kevin Reilly for appointment to the office of Director liable to retire by rotation.

As per Article 121 of the Articles of Association Mr. S. Santhanakrishnanan retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Auditors

The statutory auditors M/s Tomy & Francis, Trichur, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors Report

With reference to auditor’s remark in consolidated audit report, we state as follows-

1. Diminution in the value of investments in the subsidiary and dues from the subsidiary

We are of the opinion that the losses incurred in the subsidiary are temporary and there is no permanent diminution in the value of investments and hence this does not require provisions. We are hopeful to recover the dues from the subsidiary in the current year.

2. Service Tax Refund Claim

The company has made a Service Tax refund claim and this is pending settlement. We are hopeful of succeeding in the appeal and hence no provision has been made.

3. Amount paid to Director

This amount was paid to a Director as compensation for loss of office as his services has been discontinued. As per section 269 of the Companies Act, 1956 no approval is required for this payment disbursement. No provision is required as per recent Circular issued by Ministry of Corporate Affairs. The board has decided to not to recover the amount.

Deposits

We have not accepted any fixed deposits and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance. A detailed report on Corporate Governance is given as an Annexure to this Annual Report.

Certificate of the Auditors regarding the compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also given in the Annual Report.

Human Resource Management

Employees are our most valuable assets. We have created a favorable work

environment that encourages innovation and meritocracy.

The total number of our head count as on 31st March 2011 was 266 as against 945 as on March 31st 2010. All labs employees were transferred to Calsoft Labs (India) Private Limited prior to completion of sale of the OPD Business Division.

Particulars of Employees

In terms of the provisions of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors’ Report and form part of this report as Annexure. However, as per the provision of the Section 219 (1) (b)

(iv) of the said Act, the Annual Report excluding the aforesaid Annexure information is being sent to all the members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under sub-section (1) (e) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in the Annexure forming part of this report.

Directors' Responsibility statement

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

-In the preparation of the Annual Accounts for the year under report, the applicable accounting standards have been followed;

-Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

-The Annual Accounts have been prepared on a Going Concern Basis.

Acknowledgement

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates and Government and regulatory authorities in India and other countries of operation for their consistent support and encouragement to the Company and look forward to their continued support during the coming years. Your Directors place on record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Chennai Dr. P. J. George S. Santhosh

June 27, 2011 Director Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Report on the Business & Operations of your Company and its working results for the year 2009-10.

Financial Results - Highlights All figures in Rupees Crores except EPS

Consolidated Standalone Year ended Year ended Year ended Year ended Details March 31, 2010 March 31, 2009 March 31, 2010 March 31, 2009

Total Revenues 200.50 268.68 90.06 81.32

EBITDA 11.29 (4.92) 23.17 7.45

Interest & Finan ce Charges 11.40 8.35 8.87 6.87

Depreciation & Amortization 10.54 9.81 6.04 6.09

Profit before Tax 59.98 (25.09) 8.26 (5.50)

Provision for Taxation

Current Tax 15.48 1.80 1.37 1.17

Deferred Tax 8.81 (4.17) 1.60 1.38

Profit after tax (PAT) 35.68 (22.74) 5.29 (8.05)

Surplus available for appropriation 36.77 1.41 21.99 16.70

Appropriations

Dividend Proposed 2.47 0.17 2.47 Nil

Dividend Distribution Tax 0.42 0.06 0.42 Nil

Transferred to General reserve 0.40 0.08 0.40 Nil

Balance Carried to Balance sheet 33.48 1.09 18.70 16.70

Paid-up Equity Share Capital 12.36 12.36 12.36 12.36 Earning per share for the year (Rs)

i) Basic 28.86 (18.39) 4.28 (6.51)

ii) Diluted 28.86 (18.39) 4.28 (6.51)

Results of Operations

I) Consolidated Results

During the year, your Company on a consolidated basis with all its subsidiaries earned total revenue of Rs.200.50 Crores as against Rs.268.68 Crores earned during the previous year. The EBITDA during the year is Rs.11.29 Crores as against a loss of Rs (4.92) Crores for the previous year.

After taking into account the tax provisions and adjustments for minority interest, prior period adjustments and extraordinary items if any, the profit for the year is Rs.35.68 Crores as against a loss of Rs.(22.74) Crores of the previous year. The results of operations of acquired subsidiaries have been consolidated into the accounts.

II) Standalone Results

During the year, your Company on a standalone basis earned total revenue of Rs. 90.06 Crores as against Rs. 81.32 Crores earned during the previous year – an increase of Rs. 8.74 Crores (a growth of approx 10.75%).

The EBITDA during the year is Rs.23.17 Crores as against Rs.7.45 Crores of the previous year an increase of 15.72 Crores.

After taking into account the tax provisions and adjustments, the profit for the year was Rs.5.29 Crores as against a loss of Rs.(8.05) Crores for the

Dividend

Your Directors recommend a final dividend of 20% (Rs.2 per equity shares of Rs.10/- each) to be appropriated from the profits of the year 2009-10 subject to the approval of the shareholders at the ensuing Annual General Meeting.

The register of members and share transfer books will remain closed from 14th September 2010 to 17th September 2010 (both days inclusive). Our Annual General Meeting has been scheduled for 17th September 2010.

Transfer To Reserves

We propose to transfer Rs. 40,00,000/-(7.5% of the net profit of standalone

operations for the year) to the general reserve.

Business

Your company is primarily engaged in business of providing IT services and solutions to its customers in US, Europe, Middle East and India. The financial results of the Company both on standalone and consolidated have been encouraging despite the challenges faced in terms of unfavorable currency movements and tight business conditions in our primary markets of US and Europe. On standalone basis, vastly improving margins despite moderate increase of revenue bear testimony to improvements in our delivery practices and the strategy of focusing on existing customers to deliver higher value. Our consolidated revenues showed a drop but profit margins have shown considerable improvement on a year over year basis.

Review of Subsidiaries

I - CSWL, Inc. USA and its subsidiaries

CSWL Inc and its subsidiaries earned total revenue of US$ 24.55 million (equivalent to Rs.109.73 Crores approx) on a consolidated basis during the year, compared to US $ 37.01 million (equivalent to Rs.171.43 Crores) achieved during the previous year.

The subsidiary reported a net consolidated profit of US$ 6.92 million -approx Rs.32.56 Crores as compared to net consolidated loss of US$ 4.9 million (equivalent to Rs. (22.64) Crores) last year.

CNHC LLC

CNHL LLC was incorporated on September 30, 2009 and doing business as (dba) ePAY Healthcare, wherein our Subsidiary Company i.e CSWL holds 51% stake. ePAY Healthcare is an electronic payment processing and a service portal solution for healthcare organizations. ePAY Healthcare partners with health care organizations to provide patients with convenient self service options to view and pay health care statements on line. The simple and secure online portal reduces the ambiguity patients encounter with paper statements and leads to faster payments. ePAY Healthcare is powered by CASHNet technology.

The results of existing subsidiaries HealthNet International Inc., Aspire Soft, International Innovations Inc, Waldron Ltd and CNHC LLC. are included for the full year under review.

II - Inatech Infosolutions Pvt. Ltd

The consolidated results of Inatech including its wholly owned UK subsidiary and UK Subsidiarys subsidiary Inatech Egypt have been taken into the Companys consolidated results.

Inatech on a consolidated basis reported revenues of Rs.70.09 Crores and profit after tax of Rs.(0.71) Crores against the consolidated reported revenues of Rs.61.59 Crores and profits after tax of Rs. 1.29 Crores.

IV - Aspire Communications Pvt, Ltd

The Consolidated results of Aspire including its wholly owned Subsidiary Aspire Peripherals Limited have been taken into Companys Consolidated results for the full year.

Aspire on a consolidated basis has reported revenues of Rs.5.11 Crores and net profit of Rs0.03 Crores against the consolidated reported revenues of Rs 6.08 Crores and net profit of Rs.1.15 Crore of the previous year.

V - EastPoint Solutions Limited

This company was incorporated as a wholly owned subsidiary in the year 2007 in order to make appropriate foray in Business Process Outsourcing area (BPO) either on start up basis or with suitable investments /acquisitions of existing companies in this space. As on date the Company is yet to commence any commercial activity and there are no revenues or profits for the period ended March 31, 2010.

Consolidated Results Publication

In terms of approval by the Central Government under Section 212 (8) of the Companies Act, 1956, a copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the above subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents upon request in writing to the Company Secretary at the Registered Office of the Company by any member of the Company interested in obtaining the same.

However, as required under the Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its Subsidiaries as prepared in accordance with Indian GAAP is enclosed and form part of the Annual Report and Accounts.

Capital Market Developments

The market capitalizations of your Company stood at Rs.52.18 crores as on

March 31, 2010, based on the closing quotations on the National Stock

Exchange.

Open Offer

Singfuel, a Company incorporated in Singapore has made an Open Offer pursuant to Regulation 10 and 12 of the SEBI (SAST) Regulations, consequent upon the consummation of the Global Acquisition of Chemoil by the Acquirer, resulting in an indirect acquisition of your Company. Your Company is an indirect subsidiary of Chemoil. Chemoil, through its wholly owned subsidiary, Kemoil holds 66.04% of the equity shares. The open offer was being made by the Singfuel to the public shareholders of the Company to acquire 24,73,002 equity shares, being 20% of the share capital. The open offer was being made at a price of Rs.45.03 per fully paid up equity shares. The open offer was opened from 22nd April 2010 to 11th May 2010. 3,27,703 shares were tendered during the open offer.

Divestment Of Stake In Informed Decisions Corporation Inc (IDC)

During the year, your Company has successfully concluded the sale of it strategic investment subsidiary, Informed Decisions Corporation Inc (IDC) in which it had a 51% stake through CSWL Inc (a 100% Subsidiary). The buyer, Higher One, was a US based privately owned financial services and payment company that enables institutions of higher education to streamline business processes while improving student services. (http://www.higherone.com/).

The deal was a 100% buyout, in which Higher One bought all of the stock of IDC. The sale transaction reflects a gain of $8,587,822(Rs 42.80 Crore), net of income taxes. The agreement further provides incentives by which CSWL could earn an additional $4.5Mil (Rs 21.20 Crore) if certain sales goals are met. As these potential future earnings are contingent in nature, they have not been reflected in the current year financial statements.

Joint Venture With Aitken Spence Plc, Colombo

During the year under review your Company and Aitken Spence PLC, Colombo, have embarked on a Joint Venture initiative based in Colombo, SriLanka. Aitken Spence is a conglomerate with major interest in Hotels, Travel and Tourism, Logistic Solutions, Power Generation, Plantation, Insurance, Financial Services, I T, Printing and Garments, with an annual turnover of more than Rs.27.5 Billion. The joint venture company is called “CALSPENCE TECHNOLOGIES PRIVATE LTD”. The joint venture company was established to provide Information Technology business, specializing in the Hospitality sector. As on date the Company is yet to commence any commercial activity and there are no revenues or profits for the period ended March 31, 2010.

Directors

Mr. Jerome Lazatin Lorenzo was appointed on 29th October 2009 as an Additional Director of the Company. Mr. Jerome has vast experience in the field of Finance and Treasury function and is the Chief Financial Officer of Chemoil Group. He will hold office up to the date of the ensuing Annual General Meeting. Mr. Jerome Lazatin Lorenzo is an independent Director.

The Company has received notice under Section 257 of the Companies Act, 1956 from a member proposing Mr. Jerome Lazatin Lorenzo for appointment to the office of Director liable to retire by rotation.

Board of Directors vide its meeting held on 31st March 2010 re-appointed Mr. S. Santhosh as Managing Director of the Company for a further period of five years with effect from 08th May 2010. Mr. S. Santhosh re-appointment had been approved by members at the extra-ordinary general meeting held on 05th May 2010.

As per Article 121 of the Articles of Association Mr. Dan George Peterson retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Auditors

The statutory auditors for Standalone financials, M/s Price Waterhouse, Chennai, Chartered Accountants, resigned during the year and M/s Tomy & Francis, Trichur, Chartered Accountants has been appointed. The auditors M/s Tomy & Francis, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Deposits

We have not accepted any fixed deposits and as such no amount of

principal or interest was outstanding as of the Balance Sheet date.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance. A detailed report on Corporate Governance is given as Annexure to this Annual Report

Certificate of the Auditors regarding the compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is also given in the Annual Report.

Human Resource Management

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy.

The total number of our Head Count as of 31st March 2010 was 945 as against 949 as on March 31st 2009.

Our annual attrition for the year 2009-10 was 25.24% as against 19.7% in the year before. Despite the recession prone economy, we were able to retain the best industry talent.

In 2010-11, your company will continue to focus on introducing policies, practices & systems in the area of performance management, recognition, talent management & talent engagement.

Particulars of Employees

In terms of the provisions of section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report and form part of this report as Annexure. However, as per the provision of the Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid Annexure information is being sent to all the members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company for the same.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under sub-s ection (1) (e) of section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in the Annexure forming part of this report.

Directors Responsibility statement

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

. In the preparation of the Annual Accounts for the year under report, the applicable accounting standards have been followed;

. Appropriate accounting policies have been selected and applied con sistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affai rs of the Company as at March 31, 2009;

. Proper and sufficient care has been taken for the maintenance of ade quate accounting records in accordance with the provisions of the Co mpanies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

. The Annual Accounts have been prepared on a Going Concern Basis.

Acknowledgement

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates and Government and regulatory authorities in India and other countries of operation for their consistent support and encouragement to the Company and look forward to their continued support during the coming years. Your Directors place on record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors Chennai Dr. P J. George S. Santhosh June 23, 2010 Director Managing Director