Notes to Accounts of FCS Software Solutions Ltd.

Mar 31, 2025

2.13 Provisions, Contingent Liabilities and Contingent Assets

The Company estimates the provisions that have present obligations as a result of past events and
it is probable that outflow of resources will be required to settle the obligations. These provisions are
reviewed at the end of each reporting date and are adjusted to reflect the current best estimates.

The Company uses significant judgment to disclose contingent liabilities. Contingent liabilities are
disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Company or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle the obligation or a reliable estimate
of the amount cannot be made.

Contingent assets are neither recognized nor disclosed in the financial statements. However, when
inflow of economic benefit is probable, related asset is disclosed.

2.14 Employee Benefits

2.14.1 Gratuity

The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan'') covering
eligible employees of FCS. The Gratuity Plan provides a lump sum payment to vested employees at
retirement, death, incapacitation or termination of employment, of an amount based on the respective
employee''s base salary and the tenure of employment with the Company (subject to a maximum of Rs.
20 lacs per employee).

Actuarial gains/losses are recognized immediately in the balance sheet with a corresponding debit or
credit to retained earnings through other comprehensive income in the year in which they occur.

2.14.2 Provident Fund

Eligible Employees of the Company receive benefits under the provident fund, a defined benefit
plan. Both the eligible employee and the Company make monthly contributions to the provident fund
plan equal to a specified percentage of the covered employee''s salary. Amounts collected under the
provident fund plan are deposited in a government administered provident fund. The companies have
no further obligation to the plan beyond its monthly contributions.

2.14.3 Compensated Absences

The employees of the Company are entitled to compensated absences which are both accumulating
and non-accumulating in nature. The employees can carry forward up to the specified portion of the
unutilized accumulated compensated absences and utilize it in future periods or receive cash at
retirement or termination of employment. The expected cost of accumulating compensated absences
is determined by actuarial valuation (using the projected unit credit method) based on the additional

amount expected to be paid as a result of the unused entitlement that has accumulated at the balance
sheet date. The expense on non-accumulating compensated absences is recognized in the statement
of profit and loss in the year in which the absences occur. Actuarial gains/losses are immediately taken
to the statement of profit and loss and are not deferred.

2.15 Earnings Per Share (EPS)

Basic earnings per share is computed by dividing the net profit attributable to the equity holders of the
Company by weighted average number of equity shares outstanding during the year in conformity with
the Ind-AS-33.

Diluted EPS amounts are computed by dividing the net profit attributable to the equity holders of the
Company by the weighted average number of equity shares considered for deriving basic earnings
per share and also the weighted average number of equity shares that could have been issued upon
conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the
proceeds receivable had the shares been actually issued at fair value (i.e. the average market value of
the outstanding shares). Dilutive potential equity shares are deemed converted as at the beginning of
the year, unless issued at a later date. Dilutive potential equity shares are determined independently for
each year presented.

The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods
presented for bonus shares.

2.16 Recently issued Accounting Pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended
March 31,2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116
- Leases, relating to sale and leaseback transactions, applicable to the company w.e.f. April 1,2024.
The company has reviewed the new pronouncements and based on its evaluation has determined that
it does not have any significant impact in its financial statements.

(vi)(b) Fair value hierachy and valuation technique

- The Company''s investment properties consist of commercial properties which has been determined
based on the nature, characteristics and risks of each property. The company has revalued its Land
and Buildings during FY 2018-19 to Rs. 12741.49 Lakhs. The fair value of investment property has
been determined by external, independent registered property valuers as defined under rule 2 of
Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate recognised professional
qualification.

- The Company obtains independent valuation for its investment property and fair value measurements are
categorized as level 3 measurement in the fair value hierarchy. The valuation has been taken considering
sales comparable method, which compares the price or price per unit area of similar properties being sold
inthemarketplace

Rights, preferences and restrictions attached to shares

I) . The Company has one class of equity shares having a par value of Rs 1/- each. Each shareholder is eligible

for one vote per share held. The dividend, if any as and when proposed by the Board of Directors is subject
to the approval of the shareholders in the ensuing Annual General Meeting.

II) . In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company

after distribution of all preferential amounts, in proportion to their shareholding.

III) . The Company''s objective when managing capital is to safeguard its ability to continue as a going concern and

to maintain an optimal capital structure so as to maximize shareholder value. In order to maintain or achieve
an optimal capital structure, the Company may adjust the amount of dividend payment, return capital to share¬
holders, issue new shares or buy back issued shares. As of March 31,2025, the Company has only one class
of equity shares and has no debt. Consequent to the above capital structure, there are no externally imposed
capital requirements.

* Capital reserve had been recognized on account of forefeiture of preferential Share warrant and is not
freely available for distribution

** Par value of the equity shares is recorded as share capital and the amount received in excess of par
value is classified as securities premium

*** Retained earnings comprises of the Company''s undistributed earnings after taxes

# This reserve represents the cumulative gains arising on the revaluation of property, plant & equipment''s
and investment properties on the balance sheet date measured at fair value through other comprehensive
income. The reserves accumulated will not be freely available for distribution

Others;

Changes in the fair value of financial instruments (debt or equity) measured at fair value through other
comprehensive income is recognized in other comprehensive income, net of taxes and presented within
investment in debt instruments measured at fair value through OCI or investment in equity instruments
measured at fair value through OCI. Actuarial gains and losses on remeasurements of the defined
benefit plans are recognized in other comprehensive income, net of taxes and presented within equity in
remeasurement of the defined benefit plans

33. Corporate Social Responsibility

As per Section 135 of Companies Act 2013 a Corporate Social responsibility Committee has been formed by
the Company. During the year the Company has not undertaken Corporate Social Responsibility activities
as there was no obligation to undertake CSR activities as specified in Schedule VII of the Companies Act
2013

34. Segment Reporting

The Segment reporting policy complies with the accounting policies adopted for preparation and presentation
of financial statements of the Company and is in conformity with Ind AS 108.The segmentation is based
on the Geographies (reportable business segment) in which the Company operates and internal reporting
systems. The geographical segmentation is based on the nature and type of services rendered. Based on
the “management approach” as defined in Ind AS 108.

The Company has identified two main Geographical Segments as reportable segments. The business
segments comprise:

1. Indian Segment

2. USA Segment

37 Fair Value Disclosures
i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are
divided into three Levels of a fair value hierarchy. The three levels are defined based on the observability of
significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data rely as little as possible on entity
specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.

The Company''s risk management is carried out by a central treasury department (of the Company) under
policies approved by the board of directors. The board of directors provides written principles for overall risk
management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk,
credit risk and investment of excess liquidity.

A) Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables
amounting to ? 475.18 Lakhs and 187.95 Lakhs as at March 31,2025 and March 31,2024, respectively
and unbilled revenue amounting to 69.26 Lakhs and 79.81 lakhs as at March 31, 2025 and March 31,
2024, respectively. Trade Receivables and unbilled revenue are typically unsecured and are derived from
revenue from customers.

Credit risk has always been managed by the Company and continuously monitoring the creditworthiness of
the customers to which the Company grants credit terms in the normal course of business. The Company
uses the expected credit loss model to assess any required allowances; and uses a provision matrix to
compute the expected credit loss allowance for trade receivables and unbilled revenues

The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each
customer and the concentration of risk from the top few customers. Exposure to customers is diversified
and there is no single customer contributing more than 10% of outstanding trade receivables and
unbilled revenues

Other financial assets measured at amortised cost

Company provides for expected credit losses on loans and advances other than trade receivables by
assessing individual financial instruments for expectation of any credit losses. Since this category includes
loans and receivables of varied natures and purpose, there is no trend that the company can draws to
apply consistently to entire population For such financial assets, the Company''s policy is to provides for
12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses
upon significant increase in credit risk. The Company does not have any expected loss based impairment
recognised on such assets considering their low credit risk nature, though incurred loss provisions are
disclosed under each sub-category of such financial assets.

B) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on
time. The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that
is generated from operations. The Company has no outstanding borrowings as on March 31,2025 & as
on March 31,2024. The Company believes that the working capital is sufficient to meet its current require¬
ments. Accordingly, no liquidity risk is perceived.

C) Market Risk
a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily
with respect to the US Dollar and Euro. Foreign exchange risk arises from recognised assets and liabilities
denominated in a currency that is not the functional currency of any of the Company entities. Considering the
low volume of foreign currency transactions, the Company''s exposure to foreign currency risk is limited and
the Company hence does not use any derivative instruments to manage its exposure. Also, the Company
does not use forward contracts and swaps for speculative purposes.

ii) Assets

The Company''s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest rates.

c) Price risk

The Company does not have any significant investments in equity instruments which create an exposure
to price risk.

39 Capital management

The Company'' s capital management objectives are

- to ensure the Company''s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents
as presented on the face of balance sheet.

Management assesses the Company''s capital requirements in order to maintain an efficient overall
financing structure while avoiding excessive leverage. This takes into account the subordination levels
of the Company''s various classes of debt. The Company manages the capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets
to reduce debt.

* There is no interest due or outstanding on the dues to Micro, Small and Medium Enterprises (MSME).
During the ended March 31,2025 and March 31,2024, an amount of Rs. Nil and Rs. Nil was paid beyond
the appointed day as defined in the Micro, Small and Medium Enterprises Development Act 2006.

AUDITOR''S REPORT

As per our separate report of even date

For SPMG & Company On behalf of the Board of Directors

Chartered Accountants For FCS Software Solutions Limited

Firm Regd. No.: 0509249C

Sd/- Sd/- Sd/-

CA. Vinod Gupta Dalip Kumar Ravinder Sachdeva

(Partner) (Managing Director) Director

M. No. 090687 DIN: 00103292 DIN: 10280805

UDIN: 25090687BMJORZ4354

Sd/- Sd/-

Place: New Delhi Narendra Prasad Sah Deepti Singh

Date: 23.05.2025 (Chief Financial Officer) (Company Secretary)

Place: Noida
Date: 23.05.2025

---

Mar 31, 2024

(ii) There are no projects whose completion is overdue or has exceeded its cost compared to its original plan.

(iii) Investment Property pledged as security

Refer Note 19 for information on investment properties pledged as security by the company.

(iv) Contractual obligations

There is contractual obligations for the acquisition of Investment Properties as at March 31, 2024 (March 31, 2023 : Nil)

(v) Capitalised borrowing cost

There is no borrowing cost capitalised as at March 31, 2024 (March 31,2023 : Nil)

(vi) (a)Amount recognised in statement of profit and loss for investment properties

(vi)(b) Fair value hierachy and valuation technique

- The Company’s investment properties consist of commercial properties which has been determined based on the nature, characteristics and risks of each property. The company has revalued its Land and Buildings during FY 2018-19 to Rs. 12741.49 Lakhs. The fair value of investment property has been determined by external, independent registered property valuers as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate recognised professional qualification.

- The Company obtains independent valuation for its investment property in every 5 years and fair value measurements are categorized as level 3 measurement in the fair value hierarchy. The valuation has been taken considering sales comparable method, which compares the price or price per unit area of similar properties being sold inthemarketplace

Rights, preferences and restrictions attached to shares

I) . The Company has one class of equity shares having a par value of Rs 1/- each. Each shareholder is eligible

for one vote per share held. The dividend, if any as and when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

II) . In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company

after distribution of all preferential amounts, in proportion to their shareholding.

III). The Company''s objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. In order to maintain or achieve an optimal capital structure, the Company may adjust the amount of dividend payment, return capital to shareholders, issue new shares or buy back issued shares. As of March 31, 2024, the Company has only one class of equity shares and has no debt. Consequent to the above capital structure, there are no externally imposed capital requirements.

* Capital reserve had been recognized on account of forefeiture of preferential Share warrant and is not freely available for distribution

** Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as securities premium

*** Retained earnings comprises of the Company’s undistributed earnings after taxes

# This reserve represents the cumulative gains arising on the revaluation of property, plant & equipment’s and investment properties on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will not be freely available for distribution

Others:

Changes in the fair value of financial instruments (debt or equity) measured at fair value through other comprehensive income is recognized in other comprehensive income, net of taxes and presented within investment in debt instruments measured at fair value through OCI or investment in equity instruments measured at fairvalue through OCI. Actuarial gainsand losses on remeasurements of the defined benefit plans are recognized in other comprehensive income, net of taxes and presented within equity in remeasurement of the defined benefit plans

The Company has decided to exercise the option permitted under section 115BAAof the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 on 20th September, 2019. After adoption of Section 115BAA, the Company will be outside the scope and applicability of MAT provisions under Section 115JB of Income Tax Act, 1961. Further, Provision for Tax has been Computed at the rate permitted under section 115BAA of Income Tax Act, 1961 for the year ending 31.03.2024 and 31.03.2023

33. Earnings per equity share

The Company’s Earnings Per Share (‘EPS’) is determined based on the net profit attributable to the shareholders’ of the company. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti dilutive.

35. Corporate Social Responsibility

As per Section 135 of Companies Act 2013 a Corporate Social responsibility Committee has been formed by the Company. During the year the Company has not undertaken Corporate Social Responsibility activities as there was no obligation to undertake CSR activities as specified in Schedule VII of the Companies Act 2013

36. Segment Reporting

The Segment reporting policy comp lies with the accounting policies adopted for preparation and presentation of financial statements of the Company and is in conformity with Ind AS 108.The segmentation is based on the Geographies (reportable business segment) in which the Company operates and internal reporting systems. The geographical segmentation is based on the nature and type of services rendered. Based on the “management approach” as defined in Ind AS 108.

The Company has identified two main Geographical Segments as reportable segments. The business segments comprise:

1. Indian Segment

2. USA Segment

Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations and based on reasonably possible changes of the respective assumptions occurring atthe end of the reporting period while holding all other assumptions constant.

Sensitivities due to mortality and withdrawals are not material and hence impact of change not calculated. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding all other assumptions constant.

Sensitivities due to mortality and withdrawals are not material and hence impact of change not calculated.

Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

39 Fair Value Disclosures i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided into three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

ii) Risk Management

The Company''s activities expose it to market risk, liquidity risk and credit risk. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

The Company’s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ? 187.95 Lakhs and 370.66 Lakhs as at March 31,2024 and March 31,2023, respectively and unbilled revenue amounting to 79.81 Lakhs and 46.50 lakhs as at March 31, 2024 and March 31, 2023, respectively.

Trade Receivables and unbilled revenue are typically unsecured and are derived from revenue from customers.

Credit risk has always been managed by the Company and continuously monitoring the creditworthiness of the customers to which the Company grants credit terms in the normal course of business. The Company uses the expected credit loss model to assess any required allowances; and uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues.

The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. Exposure to customers is diversified and there is no single customer contributing more than 10% of outstanding trade receivables and unbilled revenues.

The details in respect of percentage of revenues generated from top five customers and top ten customers are as follows;

a) Expected Credit Losses

The Company provides for expected credit losses based on the following:

Trade receivables

(i) The company recognizes lifetime expected credit losses on trade receivables using a simplified approach, wherein Company has defined percentage of provision by analysing historical trend of default relevant to each business segment based on the criteria defined above. And such provision percentage determined have been considered to recognise life time expected credit losses on trade receivables (other than those where default criteria are met).

Other financial assets measured at amortised cost

Company provides for expected credit losses on loans and advances other than trade receivables by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the company can draws to apply consistently to entire population For such financial assets, the Company''s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such financial assets.

B) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has outstanding borrowings of Rs. Nil as on March 31, 2024 & Rs. 1861.27 Lakhs as on March 31, 2023. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

The tables below analyse the Company’s financial liabilities into relevant maturity Companyings based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

C) Market Risk a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar and Euro. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of any of the Company entities. Considering the low volume of foreign currency transactions, the Company’s exposure to foreign currency risk is limited and the Company hence does not use any derivative instruments to manage its exposure. Also, the Company does not use forward contracts and swaps for speculative purposes.

Sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.

b) Interest rate risk i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March 2024 and 31 March 2023, the Company is exposed to changes in interest rates through bank borrowings at variable interest rates. The Company''s investments in fixed deposits carry fixed interest rates.

ii) Assets

The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

c) Price risk

The Company does not have any significant investments in equity instruments which create an exposure to price risk.

41 Capital management

The Company’s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Claims against the Company, not acknowledged as debts for the year ending 31st March. 2024 and for the year ending 31st March, 2023 is shown below:

Name of the Statute	Amount	Period to which amount relates	Forum where the dispute is pending
Income Tax Act, 1961	251.80	FY 2017-18	Appeal to the
			Commissioner of
			Income-tax (Appeals)

Note: Accumulated Interest accured on the demand as at March 31, 2024 is Rs 67.72 Lakhs

(March 31,2023: 52.88 Lakhs) and Rs. 46.60 Lakhs held by IT Department as deposit against demand as

at March 31,2024 (March 31,2023: 43.09 Lakhs) (Refer Note No. 11)

---

Mar 31, 2023

(i) There are no projects whose completion is overdue or has exceeded its cost compared to its original

plan.

(ii) Investment Property pledged as security

Refer Note 19 for information on investment properties pledged as security by the company.

(iii) Contractual obligations

There is contractual obligations for the acquisition of Investment Properties as at March 31, 2023 (March 31, 2022 : Nil)

(iv) Capitalised borrowing cost

There is no boroowing cost capitalised as at March 31, 2023 (March 31,2022 : Nil)

(v)(b) Fair value hierachyand valuation technique

- The Company’s investment properties consist of commercial properties which has been determined based on the nature, characteristics and risks of each property. The company has revalued its Land and Buildings during FY 2018-19 to Rs. 12741.49 Lakhs. The fair value of investment property has been determined by external, independent registered property valuers as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate recognised professional qualification.

- The Company obtains independent valuation for its investment property in every 5 years and fair value measurements are categorized as level 3 measurement in the fair value hierarchy. The valuation has been taken considering sales comparable method, which compares the price or price per unit area of similar properties being sold inthemarketplace

Rights, preferences and restrictions attached to shares

I) The Company has one class of equity shares having a par value of Rs 1/- each. Each shareholder is eligible for one vote per share held. The dividend, if any as and when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

II) In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

III) The Company’s objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. In order to maintain or achieve an optimal capital structure, the Company may adjust the amount of dividend payment, return capital to shareholders, issue new shares or buy back issued shares. As of March 31,2023, the Company has only one class of equity shares and has no debt. Consequent to the above capital structure, there are no externally imposed capital requirements.

* Capital reserve had been recognized on account of free-floating of preferential Share warrant and is not freely available for distribution

** Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as securities premium

*** Retained earnings comprises of the Company’s undistributed earnings after taxes

# This reserve represents the cumulative gains arising on the revaluation of property, plant & equipment''s and investment properties on the balance sheet date measured at fair value through other comprehensive income. The reserves accumulated will not be freely available for distribution

Others:

Changes in the fair value of financial instruments (debt or equity) measured at fair value through other comprehensive income is recognized in other comprehensive income, net of taxes and presented within investment in debt instruments measured at fair value through OCI or investment in equity instruments measured at fair value through OCI. Actuarial gains and losses on remeasurements of the defined benefit plans are recognized in other comprehensive income, net of taxes and presented within equity in remeasurement of the defined benefit plans

There is no interest due or outstanding on the dues to Micro, Small and Medium Enterprises (MSME). During the ended March 31,2023 and March 31, 2022, an amount of Rs. 90,999 and Rs. 39,810 was paid beyond the appointed day as defined in the Micro, Small and Medium Enterprises Development Act 2006.

The Company has decided to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 on 20th September, 2019. After adoption of Section 115BAA, the Company will be outside the scope and applicability of MAT provisions under Section 115JB of Income Tax Act, 1961. Further, Provision for Tax has been Computed at the rate permitted under section 115BAA of Income Tax Act, 1961 for the year ending 31.03.2023 and 31.03.2022

33. Earnings per equity share

The Company’s Earnings Per Share ( EPS’) is determined based on the net profit attributable to the shareholders'' of the company. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti dilutive.

Notes to the Standalone Financial Statements for the year ended 31st March, 2023

(All amounts are in Lakhs of Indian Rupees, unless otherwise stated)

Particulars	For the Year Ended 31.03.2023	For the Year Ended 31.03.2022
Net Profit/(Loss) attributable to equity shareholders Profitf(Loss) per equity share:	194.66	7.92
Nominal value of equity share	1.00	1.00
Weighted-average number of equity shares for basic and diluted EPS	17,095.53	17,095.53
Basic Earnings per share	0.01	0.00
Diluted Earnings per share	0.01	0.00

34. Related Party Transactions

Associate Companies

Name of Associate	Country	Holding % as at
		31.03.2023	31.03.2022
Enstaserv Eservices Ltd.	India	48.94	48.94

Subsidiaries Companies

Name of Subsidiaries	Country	Holding % as at
		31.03.2023	31.03.2022
FCS Software Middle East FZE	UAE	100	100
FCS Software Solutions GmbH	Germany	100	100
FCS Software (Sanghai) Co., Ltd.	China	100	100
Insync Business Solutions Limited	India	100	100
Stablesecure Infraservices Pvt. Ltd.	India	100	100

List of Directors/Kev Managerial Personnel

- Dalip Kumar - Chairman & Managing Director

- Mahendra Pratap Singh - Non- executive Director

- Shayam Sunder Sharma - Independent Director

- Sunil Sharma - Director

- Shweta Shatsri - Independent Director resigned on dated 05.05.2022 -Archana Sharma - Independent Director appointed on dated 06.05.2022

- Brijesh Singh Bhadauriya - Independent Director appointed on dated 07.07.2022 -Anil Kumar Sharma - Chief Financial Officer

- Harsha Sharma - Company Secretary

Relative of Director/KMP

- Babita Sharma

- Utkrasht Sharma

A. Transactions with the Related Parties

Particulars	For the Year Ended	For the Year Ended
	31.03.2023	31.03.2022
Rental Income Insync Business Solutions Limited	15.60	15.60
Services Provided
Insync Business Solutions Limited	34.00	-
Salary & Other Benefits to Key Management Personnel
1. Sunil Sharma	9.52	9.52
2. Harsha Sharma	9.67	9.36
3. Anil Kumar Sharma	25.24	21.24

[US

FCS Software Solutions Ltd.

35. Corporate Social Responsibility

As per Section 135 of CompaniesAct 2013 a Corporate Social responsibility Committee has been formed by the Company. During the year the Company has not undertaken Corporate Social Responsibility activities as there was no obligation to undertake CSR activities as specified in Schedule VII of the CompaniesAct 2013

Gross amount spent by the Company during the year ended 31st March, 2023 and 31st March, 2022 are Nil.

36. Segment Reporting

The Segment reporting policy complies with the accounting policies adopted for preparation and presentation of financial statements of the Company and is in conformity with IndAS 108.The segmentation is based on the Geographies (reportable business segment) in which the Company operates and internal reporting systems. The geographical segmentation is based on the nature and type of services rendered. Based on the "management approach" as defined in Ind AS 108.

Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as un-allocable expenses.

1. The discount rate is based on the prevailing market yield of Government bond as at the balance sheet date

2. The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors

3. The expected return on plan assets over the accounting period, based on an assumed rate of return

Notes:

1. The discount rate is based on the prevailing market yield of Government bond as at the balance sheet date

2. The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors

3. The expected return on plan assets over the accounting period, based on an assumed rate of return

Sensitivities due to mortality and withdrawals are not material and hence impact of change not calculated. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

39 Fair Value Disclosures i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided into three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The Company’s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ?370.66 Lakhs and 185.31 Lakhs as at March 31, 2023 and March 31, 2022, respectively and unbilled revenue amounting to 46.50 Lakhs and 49.37 lakhs as at March 31,2023 and March 31, 2022, respectively. Trade Receivables and unbilled revenue are typically unsecured and are derived from revenue from customers.

Credit risk has always been managed by the Company and continuously monitoring the creditworthiness of the customers to which the Company grants credit terms in the normal course of business. The Company uses the expected credit loss model to assess any required allowances; and uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues.

The Company’s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. Exposure to customers is diversified and there is no single customer contributing more than 10% of outstanding trade receivables and unbilled revenues

Other financial assets measured at amortised cost

Company provides for expected credit losses on loans and advances other than trade receivables by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the company can draws to apply consistently to entire population For such financial assets, the Company’s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such financial assets.

B) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time. The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has outstanding borrowings of Rs. 1861.27 Lakhs as on March 31, 2023 & Rs. 2181.28 Lakhs as on March 31, 2022. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity Companyings based on their contractual maturities for all non-derivative financial liabilities.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

C) Market Risk

a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar and Euro. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of any of the Company entities. Considering the low volume of foreign currency transactions, the Company''s exposure to foreign currency risk is limited and the Company hence does not use any derivative instruments to manage its exposure. Also, the Company does not use forward contracts and swaps for speculative purposes.

b) Interest rate risk i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March 2023 and 31 March 2022, the Company is exposed to changes in interest rates through bank borrowings at variable interest rates. The Company’s investments in fixed deposits carry fixed interest rates.

ii) Assets

The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

c) Price risk

The Company does not have any significant investments in equity instruments which create an exposure to price risk.

41 Capital management

The Company’s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The Company has not declared dividend in current year or previous year.

42. Contingent liabilities and commitments :

Claims against the Company, not acknowledged as debts for the year ending 31st March, 2023 and for the year ending 31st March, 2022 is shown below;

Note: Accumulated Interest accured on the demand as at March 31, 2023 is Rs 52.88 Lakhs (March 31, 2022: 22.66 Lakhs) and Rs. 43.09 Lakhs held by IT Department as deposit against demand as at March 31,2023 (March 31,2022: 18.47 Lakhs) (Refer Note No. 11) "There is no interest due or outstanding on the dues to Micro, Small and Medium Enterprises (MSME). During the ended March 31, 2023 and March 31, 2022, an amount of Rs. 0.91 Lakhs and Rs. 0.40 Lakhs was paid beyond the appointed day as defined in the Micro, Small and Medium Enterprises Development Act 2006.

---

Mar 31, 2022

. Corporate Social Responsibility

As per Section 135 of Companies Act 2013 a Corporate Social responsibility Committee has been formed by the Company. During the year the Company has not undertaken Corporate Social Responsibility activities as there was no obligation to undertake CSR activities as specified in Schedule VII of the Companies Act 2013

Gross amount spent by the Company during the year ended 31st March, 2022 and 31st March, 2021 are Nil.

. Segment Reporting

The Segment reporting policy complies with the accounting policies adopted for preparation and presentation of financial statements of the Company and is in conformity with Ind AS 108.The segmentation is based on the Geographies (reportable business segment) in which the Company operates and internal reporting systems. The geographical segmentation is based on the nature and type of services rendered. Based on the "management approach” as defined in Ind AS 108.

G) Sensitivity analysis of the defined benefit obligation

Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding all other assumptions constant.

Sensitivities due to mortality and withdrawals are not material and hence impact of change not calculated.

Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

39 Fair Value Disclosures i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided into three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The management assessed that cash and cash equivalents, other bank balances, trade receivables, other receivables, trade payables and short-term borrowings approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

Long-term fixed-rate and variable-rate receivables are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

The Company’s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

Credit risk is the risk that a counterparty fails to discharge an obligation to the company. The company is exposed to this risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits, etc. The company''s maximum exposure to credit risk is limited to the carrying amount of following types of financial assets.

- cash and cash equivalents,

- trade receivables,

- loans & receivables carried at amortised cost, and

- deposits with banks and financial institutions,

a) Expected credit losses

The Company provides for expected credit losses based on the following:

Trade receivables

(i) The company recognizes lifetime expected credit losses on trade receivables using a simplified approach, wherein Company has defined percentage of provision by analysing historical trend of default relevant to each business segment based on the criteria defined above. And such provision percentage determined have been considered to recognise life time expected credit losses on trade receivables (other than those where default criteria are met).

Other financial assets measured at amortised cost

Company provides for expected credit losses on loans and advances other than trade receivables by assessing individual financial instruments for expectation of any credit losses. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the company can draws to apply consistently to entire population For such financial assets, the Company''s policy is to provides for 12 month expected credit losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognised on such assets considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such financial assets.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.

Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity Companyings based on their contractual maturities for all non-derivative financial liabilities.

C) Market Risk a) Foreign currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar and Euro. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the functional currency of any of the Company entities. Considering the low volume of foreign currency transactions, the Company’s exposure to foreign currency risk is limited and the Company hence does not use any derivative instruments to manage its exposure. Also, the Company does not use forward contracts and swaps for speculative purposes.

b) Interest rate risk i) Liabilities

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31 March 2022 and 31 March 2021, the Company is exposed to changes in interest rates through bank borrowings at variable interest rates. The Company’s investments in fixed deposits carry fixed interest rates.

ii) Assets

The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

c) Price risk

The Company does not have any significant investments in equity instruments which create an exposure to price risk.

41 Capital management

The Company’s capital management objectives are

- to ensure the Company’s ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

42. Contingent liabilities and commitments : Claims against the Company, not acknowledged as debts for the year ending 31st March, 2022 is shown below. However for the year ending 31st March, 2021 is Nil
Name of the Statute	Amount	Period to which amount relates	Forum where the dispute is pending
Income Tax Act, 1961	251.80	FY 2017-18	Appeal to the Commissioner of Income-tax (Appeals)
43. Disclosure under Micro, Small and Medium Enterprises Development Act,2006 :
Particular		For the Year Ended 31.03.2022	For the Year Ended 31.03.2021
Principal amount remaining unpaid as at year end		2.93	1.13
Interest due thereon remaining unpaid as at year end		-	-
Interest paid by the company in terms of Section 16 of MSME Development Act, 2006 along with the amount of the payment made to the supplier beyond the appointed day during the year.
Interest due and payable for the period of delay in making payment but without adding the interest specified under MSME Development Act, 2006.
Interest accrued and remaining unpaid as at year end.1		-	-
Further interest remaining due and payable even in the succeeding years, until such date when the interest due as above are actually paid to the small enterprises.

44. Classification and Grouping

Previous year figures have been re-grouped/re-classified wherever necessary to correspond with the current year’s classification/disdosures

45. Approval of financial statements:

The financial statements for the year ended 31 March 2022 were approved by the Board of Directors on 30th May. 2022

1

There is no interest due or outstanding on the dues to Micro, Small and Medium Enterprises (MSME).

During the ended March 31, 2022 and March 31,2021, an amount of Rs. 0.40 Lakhs and Rs. 1.13 Lakhs was paid beyond the appointed day as defined in the Micro, Small and Medium Enterprises Development Act 2006.

---

Mar 31, 2018

List of Key Managerial Personnel

Dalip Kumar - Managing Director *Govinda Sahu - Whole time Director Shayam Sunder Sharma - Director Shiv Nandan Sharma - Director Sunil Sharma - Director Shweta Shatsri - Director Anil Kumar Sharma - CFO Harsha Sharma - Company Secretary

*Mr. Govinda Sahu, whole time Director of the Company has vacated his office with effect from 12-0ct-2017.

1.21 Corporate Social Responsibility

As per section 135 of the companies act, 2013, a company, meeting the applicability threshold, needs to spends at least 2% of its average net profit for immediately preceding three financial year on Corporate Social Responsibility (CSR) Activities. As explained to us, during the year the corporate social Responsibility (CSR) committee has been formed by the Company, however the company does not qualified the norms specified as required under section 135 of Companies Act, 2013 to contribute towards CSR.;

1.22 Segment Reporting

The Segment reporting policy complies with the accounting policies adopted for preparation and presentation of financial statements of the Company and is in conformity with Ind AS 108.The segmentation is based on the Geographies (reportable business segment) in which the Company operates and internal reporting systems. The geographical segmentation is based on the nature and type of services rendered. Based on the “management approach” as defined in Ind AS 108.

The Company has identified two main Geographical Segments as reportable segments. The business segments comprise:

1. INDIA Segment

2. USA Segment

The Profit and Loss for reportable Primary Segment is set out below:-For the Year Ended 31st March 2018

Revenue and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reporting segment have been allocated on the basis of associated revenue of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as un-allocable expenses

1.23 The Company is in the process of compiling relevant information from its suppliers about their coverage under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). As the Company has not received the relevant information till finalization of accounts, disclosure in this regard could not be made.

1.24 Previous year figures have been re-grouped/re-classified wherever necessary to correspond with the current year''s classification/disclosures.

---

Mar 31, 2014

The Previous year figures have been regrouped/ reclassified wherever necessary to make them comparable with the current year figures.

1.1 Contingent liabilities

The company has no letters of credit outstanding issued to various vendors as at March 31, 2014.

1.2 Payment to Auditors

Current Year Previous Year

Audit Fee 907,307/- 589,271/-

Tax Audit Fee 160,113/- 103,989/-

Internal Audit 50,000/- 50,000/-

In other capacity NIL NIL

1.3 Quantitative Details

The Company is engaged in the software consultancy, technical support services, e-learning and other related allied services. These services cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and the information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of the Companies Act 1956.

1.4 Imports On CIF basis (Amount. in Rs.)

31.03.2014 31.03.2013

Capital Goods Nil Nil

Software Packages Nil Nil

1.5 Expenditure in Foreign Currency.

31.03.2014 31.03.2013

Expenditure incurred overseas:

-Incurred by US Branch 505,008,444 300,806,430

-By India Office Nil 4,355,128

1.6 Earning in foreign exchange

31.03.2014 31.03.2013

Income from software development servicesand products including US Branch 705,553,258 456,291,429

---

Mar 31, 2013

The Previous year figures have been regrouped/ reclassified wherever necessary to make them comparable with the current year figures.

1.1. Contingent liabilities

The company has no letters of credit outstanding issued to various vendors as at March 31, 2013.

1.2. Quantitative Details.

The Company is engaged in the software consultancy, technical support services, e-learning and other related allied services. These services cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and the information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of the Companies Act 1956.

---

Mar 31, 2012

1. The Previous year figures have been regrouped / reclassified wherever necessary to make them comparable with the current year figures.

1.1. Contingent liabilities

The company has no letters of credit outstanding issued to various vendors as at March 31, 2012.

1.2. Quantitative Details.

The Company is engaged in the software consultancy, technical support services, e-learning and other related allied services. These services cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and the information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of the Companies Act 1956.

---

Mar 31, 2010

The previous years figures have been recast / restated wherever necessary to confirm to the current years classification.

P.1.2 Funds raised through Global Depository Receipts (GDRs) during the year:

During the fiscal, the Company raised USD 24.10 Million ( `111.00 Crore) through issuance of 1,00,00,000 GDRs at Luxembourg Stock Exchange representing 10,00,00,000 equity shares of ` 1/- each at a price of `11.10 per equity share of ` 1/- each. The issue price of each GDR is USD 2.41.

The details of utilization of GDR proceeds:

Total funds raised through GDR were ` 111.00 Crores out of which amount of ` 88.32 Crores was invested in F.C.S Software Middle East FZE, UAE, wholly owned subsidiary of the Company, up to March 31,2010.

P.1.3 Contingent liabilities

The Company has no letters of credit outstanding issued to various vendors as at March 31, 2010. However an Income Tax Appeal filed by the Income Tax Department is pending with Income Tax Appellate Tribunal, New Delhi for disposal for the assessment year 2003-04 comprising a disputed amount to the tune of ` 23 crores.

P.1.4 Quantitative Details.

The Company is engaged in the software consultancy, technical support services, e- learning and other related allied services. These services cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and the information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of the Companies Act 1956.

---

Mar 31, 2009

The previous years figures have been recast/restated wherever necessary to confirm to the current years classification.

P.2.1 Contingent liabilities

The company has no letters of credit outstanding issued to various vendors as at March 31, 2009. However, the company had undergone an appeal against the order of Deputy Commissioner of Income Tax, New Delhi which comprises a demand of Rs 23,72,60,003/- . The corresponding figure for the previous year was Rs. Nil.

P.2.2 Quantitative Details.

The Company is engaged in the software consultancy, technical support services, e- learning and other related allied services. These services cannot be expressed in any generic unit. Hence it is not possible to give the quantitative details of sales and the information as required under paragraphs 3, 4C and 4D of part II of Schedule VI of the Companies Act 1956.