Notes to Accounts of RS Software (India) Ltd.

Mar 31, 2025

iii) Provisions and contingent liabilities

A provision is recognized when the Company has a present obligation as a result of past event and it is probable than an outflow of resources
will be required to settle the obligation, in respect of which the reliable estimate can be made. Provisions (excluding retirement benefits and
compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at
the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are
not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements.

d. Revenue Recognition

Revenue is realized on time-and-material basis or Fixed Bid or Milestone as specified in the work order. Revenue from software development
on time and material basis is recognized based on Service rendered (software developed) and billed to clients as per the terms of specific
contracts. Revenue from Fixed Bid contract is recognized on monthly basis as per contract terms. Revenue from Milestone base contract is
being recognized based on effort given during the period but the Invoice is sent to customer when the milestone is achieved as per contract.
Contracts are unbundled into separately identifiable components and the consideration is allocated to those identifiable components on the
basis of their fair values. Revenue is recognized for respective components either at the point in time or over time, as applicable.

Revenue from software development contracts, which are generally time bound fixed price contracts, is recognized over the life of the contract
using the percentage-of-completion method, with contract costs determining the degree of completion.

Revenue from the sale of internally developed software solution or systems or products , whether by way of Licensing or otherwise and third
party products which do not require significant modification is recognized upon delivery, which is when the absolute right to use passes to
the customer and the Company does not have any material remaining service obligation. Revenue by way of sale of internally developed
software solution or systems or products wherein significant modification or customisation is required by customer is recognised as software
development contracts, which are generally recognized over the life of the contract using the percentage-of-completion method, with contract
costs or efforts determining the degree of completion.

Unbilled Revenue included in Other Financial Assets, represents amounts recognized in respect of services performed in accordance with
Contract terms, not yet billed to Customers as at Reporting Period end.

The Company presents Revenues net of Indirect Taxes in its Statement of profit & Loss. All other Investment income has been accounted for on
accrual basis.

Arrangements with customers for software related services ( Development, Licensing , Enhancement, Modification) are either on a fixed-price,
fixed-timeframe or on a time-and-material basis.

Revenue on time-and-material contracts are recognized as the related services are performed and revenue from the end of the last invoicing to
the reporting date is recognized as unbilled revenue. Revenue from fixed-price, fixed-timeframe contracts, where the performance obligations are
satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage-
of-completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such
uncertainty is resolved. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship
between input and productivity. Maintenance revenue is recognized ratably over the term of the underlying maintenance arrangement.

Revenues in excess of invoicing are classified as contract assets (which we refer as unbilled revenue) while invoicing in excess of revenues are
classified as contract liabilities (which we refer to as unearned revenues).

In arrangements for software development and related services and maintenance services, the Company has applied the guidance in Ind
AS 115, Revenue from contract with customer, by applying the revenue recognition criteria for each distinct performance obligation. The
arrangements with customers generally meet the criteria for considering software development and related services as distinct performance
obligations. For allocating the transaction price, the Company has measured the revenue in respect of each performance obligation of a contract
at its relative standalone selling price. The price that is regularly charged for an item when sold separately is the best evidence of its standalone
selling price. In cases where the company is unable to determine the standalone selling price, the company uses the expected cost plus margin
approach in estimating the standalone selling price. For software development and related services, the performance obligations are satisfied
as and when the services are rendered since the customer generally obtains control of the work as it progresses.

Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is made available to
the customer. Revenue from licenses where the customer obtains a “right to access” is recognized over the access period. Revenue from
Arrangements to deliver software products generally have elements license, modification & enhancement are bundled as software development
and recognsied on percentage completion method followed by Revenue from implementation and Annual Technical Services (ATS) in terms of
respective contract. Transaction based Revenue on Licensed Product is recognised on availabilty of Transaction Volumes or monthly Fixed value
as applicable.

e. Cost recognition

Costs and expenses are recognized when incurred and have been classified according to their primary nature.

The costs of the company are broadly categorized in employee benefit expenses, depreciation and amortization and other operating expenses.
Employee benefit expenses include employee compensation, allowances paid and staff welfare expenses. Other operating expenses majorly
include fees to external consultants, rent, cost running its facilities, travel expenses, communication costs allowances for delinquent receivables
and other expenses. Other expenses is an aggregation of costs which are individually not material such us commission , bank charges, freight,
postage etc.

f. Property ,Plant & Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any.

Property, plant and equipment individually costing Rs 5,000 or less which are not capitalised except when they are part of a larger capital
investment programmed.

Depreciation is provided for property, plant and equipment so as to expense the cost less residual values over their estimated useful lives. The
estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis.

The estimated useful lives are as mentioned below:

BUILDING 60 Years

PLANT AND EQUIPMENT 3 Years/ 6 Years

FURNITURE AND FIXTURES 10 Years

VEHICLES 8 Years

OFFICE EQUIPMENT 5 Years

AIR CONDITIONER 15 Years

ELECTRICAL INSTALLATIONS 10 Years

Depreciation on fixed assets is provided using the straight-line method on the basis of useful life of assets under schedule II of the Indian
Companies Act, 2013.

g. Intangible assets

Intangible assets purchased are measured at cost or fair value as of the date of acquisition, as applicable, less accumulated amortisation and
accumulated impairment, if any.

Intangible assets/Software Licenses are amortized on there respective individual estimated useful lives on a straight line basis , commencing
from the date the assets is available to the company for its use.

The estimated useful lives are as mentioned below:

COMPUTER SOFTWARE & LICENCES 3-5 Years or as per terms

Depreciation is not recorded on Intangible Asset under Development until construction and installation are complete and the asset is ready for
its intended use. Such Assets are stated at cost.

h. Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date of investment made are classified
as Current Investments. All investments other than long term investments are classified as non-current investments. Investment are valued
accordance with the applicable Ind AS .

i. Cash and Cash Equivalent

Cash and cash Equivalent includes Cash on hand, Demand Draft or Cheques on hand, Demand Deposit with Banks, other short term highly
liquid investments.

j. Foreign Currency Translation

Foreign Currency Transactions are recorded at exchange rate prevailing at the closing of the month for respective months. Exchange difference
arising on settlement was included in Profit & Loss Account till the accounts ended 30th September ‘2008. Foreign unit is considered as non¬
integral and the foreign exchange difference is transferred to “Inter Branch Foreign Fluctuation Reserve Account”. Revenue items of the Foreign
Branch are converted in equivalent Indian Rupees at the buying rate prevailing at the end of the month. Assets and Liabilities of the Foreign
Branch are converted in equivalent Indian rupees at the applicable rate prevailing at the end of the year. The effect of exchange rate fluctuation
in respect of fixed assets is adjusted with the cost of the respective assets. Investment in subsidiary Company is being valued at carrying cost
adjusted by any non-temporary decline in their value according to the requirements of statute.

k. Spares and Consumables (Computers spares accessories and stationery re charged to revenue in the year they are purchased.)

l. Cash Flows are reported using the indirect method whereby profit for the period is adjusted for the effects of transactions of non cash nature,
any deferrals ,accruals of past and future operating cash receipts and payments associated with investing and financing cash flows. Cash from
operating, investing and financing activities are segregated.

m. Employee Benefits

Contribution of Employers share to Employees'' Provident Fund and ESI are worked on accrual basis and charged to Profit & Loss Account. The
Company also provides for Gratuity and Leave Encashment based on actuarial valuation, annually, made by an independent actuary as per IAS
19 Compliance of The Institute of Chartered Accountants of India, Actuarial gains and losses are recognised in full in the other comprehensive
income at the of the year.

n. Income Tax

Current Income tax expense comprise taxes on income from operation in India and in foreign jurisdiction. Income tax payable in India is
determination in accordance with the provision of Income Tax Act 1961. Tax expense relating to foreign operation is determined in accordance
with the laws applicable in countries where such operations are domiciled.

Advance tax and provisions for current income taxes are presented in the Balance Sheet after setting off advance taxes paid and income tax
provision arising in the same tax jurisdiction and where the company intends to settle the assets and liabilities on a net basis.

Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.

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

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which
the temporary differences are expected to be received or settled.

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

o. Financial instruments

i) Initial recognition

The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Initial
recognition has been measured at its fair value plus or minus transaction costs that redirectly attributable. Regular purchase and sale of
financial assets are accounted for at trade date.

ii) Financial assets at amortised cost

The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All
financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at
transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are
not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are
accounted for at trade date.

iii) Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose
objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

iv) Financial assets at fair value through Profit & Loss

Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other
comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair
value through profit or loss are immediately recognised in profit or loss.

v) Investment in subsidiaries

Investment in subsidiaries are measured at cost.

vi) Derecognition of financial instruments

The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the
financial asset and the transfer qualifies for Derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized
from the company''s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

p. Asset taken on Lease

Asset & liabilities for all leases taken for a term of more than 12 months are recognised as per IND AS 116 unless underlined assets is of low
value

q. Impairment of Assets

Property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not
be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net present value of
expected future post-tax cash flows of the relevant cash generating unit or fair value less cost to sell, whichever is higher. The discount rate is
applied, based upon the weighted average cost of capital with appropriate adjustments for the risks associated with the relevant business. Any
impairment in value is charged to the Income Statement in the year, which it occurs.

Expected Credit Loss: As per Ind AS 109, the company uses expected credit loss model to assess to impairment of loss or gain. The company
uses provision metrics to compute expected credit loss allowances. For Trade receivables and unbilled revenue, the provision metrics takes into
account available external & internal credit risk factors such as delay risk & default risk.

r. Segment Reporting

The company''s operating business are organized and managed as per Location of the client. Common costs are allocated to the cost based on
the Revenue Mix. Unallocated costs are disclosed separately. The company prepare its segment information in conformity with the accounting
policy adopted for preparing and presenting the financial statement of the Company as a whole.

s. Earnings per share

Basic earning per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average
number of equity shares outstanding during the period.

For calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average
number of share outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(A) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Company is exposed to credit risk from its operating activities

(primarily trade receivables) including deposits with banks and investments, foreign exchange transactions and other financial instruments.

i) Trade receivables

Customer credit risk is managed by the management subject to the Company''s established policy, procedures and control relating to customer
credit risk management. Trade receivables are non-interest bearing. Outstanding customer receivables are regularly monitored.

At each reporting date the Company measures loss allowance for certain class of financial assets based on historical trend industry practice
and the business environment in which the Company operates.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 30th June 2024 and 31 March 2024 is the
carrying amounts of trade receivables.

Provision for expected credit loss

In determination of the allowance for credit losses on receivables, the Company has used a practical experience by computing the expected
credit losses based on ageing matrix, which has taken into account historical credit loss experience and adjusted for forward looking
information.

ii) Financial instruments and cash deposits

Credit risk from balances with banks and investments is managed by the Company in accordance with the Company''s policy. Investments
of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to
minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

(B) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are
settled by delivering cash or another financial asset.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of
expected cash flows.

(i) Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their
contractual maturities:

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

(i) Foreign currency risk

The Company deals with trade payables and is therefore exposed to foreign exchange risk associated with exchange rate movement.

(ii) Price risk

The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet at
fair value through profit and loss. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio.
Diversification of the portfolio is done in accordance with the limits set by the Company.

(vii) Undisclosed income

The company has not surrendered or disclosed any income during the current or previous year in the tax assessments under the Income Tax
Act, 1961, that has not been recorded in the books of account.

(viii) Corporate Social Responsibility

The Company is not covered under section 135 of the companies Act 2013 and rules made thereunder , yet Company has contributed a sum
of Rs 50 Lacs under CSR towards education.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investments

There is no revaluation of PP&E, Intangible assets and investment Property.

(xi) Benami Property

No proceedings have been initiated on or are pending against the company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made therunder.

41 Additional Regulatory Information required by Schedule III

(i) Borrowing secured against current assets

The Company does not have any borrowings in the form of term loans, overdraft and extended credit secured against Current Assets.

(ii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iii) Relationship with struck off companies

The Company has not entered into any transactions with the companies struck off under Companies Act, 2013 or the Companies Act, 1956.

(iv) Compliance with number of layers of companies

There is no non-compliance with regard to the number of layers of companies prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.

(v) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vi) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entitiy (Intermediary) with the
understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other person or entitiy identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the company shall:

a) directly or indirectly lend or invest in other person or entitiy identified in any manner whatsoever by or on behalf of the Funding Party
(Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

42 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be
expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under
paragraph 5 (viii) ‘(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act
2013.

43 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year''s
classification.

⁴⁴ Financial figures have been rounded off to nearest ? Lac.

For CHATURVEDI & CO. LLP

CHARTERED ACCOUNTANTS

^(Reg. ^no : ^{302137E/E300286 )} ON BEHALF OF THE BOARD

Sd/-

CA NILIMA JOSHI ^{Sd/- Sd/- Sd/-}

_p V. SURANA R.RAMARAJ R.R. JAIN

.... , CFO & COMPANY CHAIRMAN MANAGING DIRECTOR

M. No. 52122

SECRETARY DIN:00090279 DIN : 00122942

DATED: APRIL 30, 2025

PLACE : Kolkata ^{Mem no:11559}

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Mar 31, 2024

b) In response to order received for demand of service tax of INR 3.99 Cr(FY2007-12) , the company has filled an apeal with CESTAT and the same is pending as on date.

c) The Company has a tax demand from Franchisee Tax Board .of $494563 (Rs 3.75 Crores) relating to tax years 2011 and 2012 . The same is accounted for. The company has started making installment based payments and is trying to seek further relief . The demand for tax years 2014-16 from FTB were settled for $ 27911 which has been paid and accounted for.

d) The Company has pending claims of Rs 1.88 Crores on account of Service Tax Refunds. The Company had filed an appeal with High Court.

e) the company has created a Deferred Revenue assets to be adjusted with Installments receivable in cases where sales have been made under installment payment as In AS 115.

f) The company has obtained rights of software named Payabbhi for its enhancement, modification and integration to commercialise the same by Selling the license of enhanced version created by the company from Paypermint Private Limited.

g) The company is committed to supoort the operations of its subsidiary Paypermint Private Ltd. during the current Financial year.

33 a) In respect of GST which are non cenvatable or non refundable the same amount is being charged to respective expense account.

b) Invoice of Rs.5.80 crore has been raised by HO during the year on behalf of the Branch in USA for services renderred to Branch leading to Contra effect/entry.

34 Litigation

a) Case filed by Company on Software One, its Vendor for Non Perfrormance is pending with High Courts

b) Case filed by Company on G Ravi.s disputed claim/ of 12000 Shares is pending with court.

35 The Company had moved to a new Property on rent w.ef from 01.10.2022 for a period of 24 months , under Rental agreement with Workshala.

36 Acturial valuation of Leave and gratuty is done at year end disclosed in Annexure to Note No.36

37 a) Fair Value Measurements are annexed to these account are disclosed in Annexure to Note 37 a) b) Financial Risk Managemenet assesements are disclosed in Annexure to note no. 37b)

b Remittance in Foreign Currency

The Company has remitted ? Nil (MAR 2023: ? Nil) in foreign currencies on accounts of dividends as on March 31, 2024 and does not have information as to the extent to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders.

*Assets used in the Company''s business are not capable of being specifically identified with any of the segments, and it is not practical to provide segmented disclosures in relation to total assets and liabilities with any reasonable degree of accuracy. Unallocated expenses have not been disclosed in any segment.

44 Additional Regulatory Information required by Schedule III

(i) Borrowing secured against current assets

The Company does not have any borrowings in the form of term loans, overdraft and extended credit secured against Current Assets.

(ii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iii) Relationship with struck off companies

The Company has not entered into any transactions with the companies struck off under the Companies Act, 2013 or the Companies Act, 1956.

(iv) Compliance with number of layers of companies

There is no non-compliance with regard to the number of layers of companies prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(v) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vi) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entitiy (Intermediary) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other person or entitiy identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

45 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ‘(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.

46 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year''s classification.

47 Financial figures have been rounded off to nearest ? Lac.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

a) directly or indirectly lend or invest in other person or entitiy identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(vii) Undisclosed income

The company has not surrendered or disclosed any income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(viii) Corporate Social Responsibility

The Company is not covered under section 135 of the companies Act 2013 and rules made thereunder.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investment property

There is no revaluation of PP & E, Intangible assets and investment Property.

(xi) Benami Property

No proceedings have been initiated on or are pending against the company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made therunder.

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Mar 31, 2023

iii) Provisions and contingent liabilities

A provision is recognized when the Company has a present obligation as a result of past event and it is probable than an outflow of resources will be required to settle the obligation, in respect of which the reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements.

d Revenue Recognition

Revenue is realized on time-and-material basis or Fixed Bid or Milestone as specified in the work order. Revenue from software development on time and material basis is recognized based on Service rendered (software developed) and billed to clients as per the terms of specific contracts. Revenue from Fixed Bid contract is recognized on monthly basis as per contract terms. Revenue from Milestone base contract is being recognized based on effort given during the period but the Invoice is sent to customer when the milestone is achieved as per contract. Contracts are unbundled into separately identifiable components and the consideration is allocated to those identifiable components on the basis of their fair values. Revenue is recognized for respective components either at the point in time or over time, as applicable. Revenue from software development contracts, which are generally time bound fixed price contracts, is recognized over the life of the contract using the percentage-of-completion method, with contract costs determining the degree of completion. Revenue from the sale of internally developed and manufactured systems and third party products which do not require significant modification is recognized upon delivery, which is when the absolute right to use passes to the customer and the Company does not have any material remaining service obligation. Unbilled Revenue included in Other Financial Assets, represents amounts recognized in respect of services performed in a accordance with Contract terms, not yet billed to Customers as at Reporting Period end.

The Company derives revenues primarily from business IT services comprising of software dev elopement and related services, consulting and package implementation and from the licensing of software products and platforms across our core and digital offerings (“together called as software related services”).

Revenue from subsidiaries is recognised based on transaction price which is at arm’s length.

Interest income has been booked as per effective interest method.

The Company presents revenues net of indirect taxes in its Statement of Profit & loss. All other investment income has been accounted for on accrual basis.

Arrangements with customers for software related services are either on a fixed-price, fixed-timeframe or on a time-and-material basis.

Revenue on time-and-material contracts are recognized as the related services are performed and revenue from the end of the last invoicing to the reporting date is recognized as unbilled revenue. Revenue from fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage-of-completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. Maintenance revenue is recognized ratably over the term of the underlying maintenance arrangement.

Revenues in excess of invoicing are classified as contract assets (which we refer as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which we refer to as unearned revenues).

In arrangements for software development and related services and maintenance services, the Company has applied the guidance in Ind AS 115, Revenue from contract with customer, by applying the revenue recognition criteria for each distinct performance obligation. The arrangements with customers generally meet the criteria for considering software development and related services as distinct performance obligations. For allocating the transaction price, the Company has measured the revenue in respect of each performance obligation of a contract at its relative standalone selling price. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In cases where the company is unable to determine the standalone selling price, the company uses the expected cost plus margin approach in estimating the standalone selling price. For software development and related services, the performance obligations are satisfied as and when the services are rendered since the customer generally obtains control f the work as it progresses.

Revenue from licenses where the customer obtains a “right to use” the licenses is recognized at the time the license is made available to the customer. Revenue from licenses where the customer obtains a “right to access” is recognized over the access period. Arrangements to deliver software products generally have three elements license, implementation and Annual Technical Services (ATS). Transaction based Revenue on Licensed Product is recognised on availabilty of Transaction Volumes or monthly Fixed value as applicable.

e Cost recognition

Costs and expenses are recognized when incurred and have been classified according to their primary nature.

The costs of the company are broadly categorized in employee benefit expenses, depreciation and amortization and other operating expenses. Employee benefit expenses include employee compensation, allowances paid and staff welfare expenses. Other operating expenses majorly include fees to external consultants, Rent, cost running its facilities, travel expenses, communication costs allowances for delinquent receivables and other expenses. Other expenses is an aggregation of costs which are individually not material such us commission , bank charges, freight, Postage etc.

f Property, Plant & Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation (other than freehold land) and impairment loss, if any.

Property, plant and equipment individually costing Rs 5,000 or less which are not capitalised except when they are part of a larger capital investment programmed.

Depreciation is provided for property, plant and equipment so as to expense the cost less residual values over their estimated useful lives. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Depreciation on fixed assets is provided using the straight-line method on the basis of use full life of assets under schedule II of the Indian Companies Act, 2013. g Intangible assets

Intangible assets purchased are measured at cost or fair value as of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment, if any.

Intangible assets/Software Licenses are amortized on there respective individual estimated useful lives on a straight line basis, commencing from the date the assets is available to the company for its use.

The estimated useful lives are as mentioned below:

COMPUTER SOFTWARE & LICENCES 3-5 Years

Depreciation is not recorded on Intangible Asset under Development until construction and installation are complete and the asset is ready for its intended use. h Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date of investment made are classified as Current Investments. All investments other than long term investments are classified as non-current investments. Investment are valued accordance with the applicable Ind AS .

i Cash and Cash Equivalent

Cash and cash Equivalent includes Cash on hand, Demand Draft or Cheques on hand, Demand Deposit with Banks, other short term highly liquid investments. j Foreign Currency Translation

Foreign Currency Transactions are recorded at exchange rate prevailing at the closing of the month for respective months. Exchange difference arising on settlement was included in Profit & Loss Account till the accounts ended 30th September ‘2008. Foreign unit is considered as non-integral and the foreign exchange difference is transferred to “Inter Branch Foreign Fluctuation Reserve Account”. Revenue items of the Foreign Branch are converted in equivalent Indian Rupees at the buying rate prevailing at the end of the month. Assets and Liabilities of the Foreign Branch are converted in equivalent Indian rupees at the applicable rate prevailing at the end of the year. The effect of exchange rate fluctuation in respect of fixed assets is adjusted with the cost of the respective assets. Investment in subsidiary Company is being valued at carrying cost adjusted by any nontemporary decline in their value according to the requirements of statute.

k Spares and Consumables (Computers spares accessories and stationery re charged to revenue in the year they are purchased.)

l Cash Flows are reported using the indirect method whereby profit for the period is adjusted for the effects of transactions of

non cash nature,any deferrals ,accruals of past and future operating cash receipts and payments associated with investing and financing cash flows.Cash from operating, investing and financing activities are segregated.

m Employee Benefits

Contribution of Employers share to Employees’ Provident Fund and ESI are worked on accrual basis and charged to Profit & Loss Account. The Variable Pay is accounted for on completion of Appraisals of the employees.The Company also provides for Gratuity and Leave Encashment based on actuarial valuation, annually, made by an independent actuary as per IAS 19 Compliance of The Institute of Chartered Accountants of India, Actuarial gains and losses are recognised in full in the other comprehensive income at the of the year.

n Income Tax

Current Income tax expense comprise taxes on income from operation in India and in foreign jurisdiction. Income tax payable in India is determination in accordance with the provision of I. Tax Act 1961.Tax expense relating to foreign operation is determined in accordance with the laws applicable in countries where such operations are domiciled.

Advance tax and provisions for current income taxes are presented in the Balance Sheet after off setting advance taxes paid and income tax provision arising in the same tax jurisdiction and where the company intends to settle the assets and liabilities on a net basis.

Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis.

o Financial instruments

Initial recognition

i) The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Initial recognition has been measured at its fair value plus or minus transaction costs that re directly attributable. Regular purchase and sale of financial assets are accounted for at trade date.

ii) Financial assets at amortised cost

The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade date.

iii) Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

iv) Financial assets at fair value through Profit & Loss

Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit or loss.

v) Investment in subsidiaries

Investment in subsidiaries are measured at cost.

vi) Derecognition of financial instruments

The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for Derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

p Asset taken on Lease

Asset & liabilities for all leases taken for a term of more than 12 months are recognised as per IND AS 116 unless unlined assets is of low value. q Impairment of Assets

Property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed by reference to the net present value of expected future post-tax cash flows of the relevant cash generating unit or fair value less cost to sell, whichever is higher. The discount rate is applied, based upon the weighted average cost of capital with appropriate adjustments for the risks associated with the relevant business. Any impairment in value is charged to the Income Statement in the year, which it occurs.

Expected Credit Loss: As per Ind AS 109, the company uses expected credit loss model to assess to impairment of loss or gain. The company uses provision metrics to compute expected credit loss allowances.For Trade receivables and unbilled revenue, the provision metrics takes into account available external & internal credit risk factors such as delay risk & default risk.

r Segment Reporting

The company’s operating business are organized and managed as per Location of the client. Common costs are allocated to the cost based on the Revenue Mix. Unallocated costs are disclosed separately. The company prepare its segment information in conformity with the accounting policy adopted for preparing and presenting the financial statement of the Company as a whole.

s Earnings per share

Basic earning per share is calculated by dividing the net profit or Loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For Calculating Diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of share outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

t Recent Notification Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules, 2015 as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below: Ind AS 1 - Presentation of Financial Statements The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements. Ind AS 12 - Income Taxes The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements. Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

45 Additional Regulatory Information required by Schedule III

(i) Borrowing secured against current assets

The Company does not have any borrowings in the form of term loans, overdraft and extended credit secured against Current Assets.

(ii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iii) Relationship with struck off companies

The Company has not entered into any transactions with the companies struck off under the Companies Act, 2013 or the Companies Act, 1956.

(iv) Compliance with number of layers of companies

There is no non-compliance with regard to the number of layers of companies prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(v) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(vi) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entitiy (Intermediary) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other person or entitiy identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

a) directly or indirectly lend or invest in other person or entitiy identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(vii) Undisclosed income

The company has not surrendered or disclosed any income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(viii) Corporate Social Responsibility

The Company is not covered under section 135 of the Companies Act, 2013 and rules made thereunder.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investment property

There is no revaluation of PP & E, Intangible assets and investment Property.

(xi) Benami Property

No proceedings have been initiated on or are pending against the company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made therunder.

(xii) Financial Ratios

46 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) (c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.

47 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year’s classification.

48 Financial figures have been rounded off to nearest ^ Lac.

^{For CHATURVEDI} & C°^MPANY ON BEHALF OF THE BOARD

CHARTERED ACCOUNTANTS

(Reg. no : 302137E )

Sd/- Sd/- Sd/- Sd/-

CA NILIMA JOSHI V. SURANA R.RAMARAJ R.R. JAIN

PARTNER, CFO & COMPANY DIRECTOR CHAIRMAN &

M. No. 52122 SECRETARY DIN:00090279 MANAGING DIRECTOR

DATED: April 25,2023 Mem no:11559 DIN : 00122942

PLACE : Kolkata

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Mar 31, 2018

1. Corporate Information

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintenance of software for its clients based in different geographies. The company operates in US, UK and India.

The Financial Statement are approved for issue by the company’s Board of Directors on 19th April 2018.

2.1 First-time adoption of Ind-AS

These standalone financial statements of R S Software Limited for year ended MarcRs. 31, 2018 have been prepared in accordance with Ind AS. This is the Company’s first set of financial statements in accordance with Ind AS. For the purposes of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101 - First Time adoption of Indian Accounting Standard, with April 1, 2016 as the transition date and IGAAP as the previous GAAP

The transition to Ind AS has resulted in changes in the presentation of the financial statements, disclosures in the notes thereto and accounting policies and principleaccounting policies set out in note 2 have been applied in preparing the standalone financial statements for the year ended MarcRs. 31, 2018 and the comparative information. An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s Balance sheet , Statement of profit and loss, is set out in Note 3.2.1 and 3.2.2. Exemptions on first time adoption of Ind AS availed in accordance with Ind AS 101 have been set out in note 3.1.1.

2.1.1 Exemptions availed on first time adoption of Ind-AS 101

Ind-AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The company has accordingly applied the following exemptions.

a) Investments in subsidiaries.

The Company has elected to measure investment in subsidiaries at cost.

b) Deemed Cost Exemption

The Company has elected to measure items of property, plant and equipment and intangible assets at its carrying value at the transition date.

2.2 Reconciliation :

The following reconciliations provides the effect of transition to Ind AS from IGAAP in accordance with Ind AS 101

1. Equity as at MarcRs. 31, 2017

2. Net profit for the year ended MarcRs. 31, 2017

Explanations for reconciliation of Statement of Profit and loss as previously reported under IGAAP to Ind AS Employee Benefit expenses

As per Ind-AS 19, actuarial gain and losses are recognized in other comprehensive income and not reclassified to profit and loss in a subsequent period.

Adjustments reflect unamortised negative past service cost arising on modification of the gratuity plan in an earlier period. Ind AS 19 requires such gains and losses to be adjusted to retained earnings.

Explanations for Reconciliation of Balance Sheet as previously reported under IGAAP to INDAS

1) Investment

Investments in Mutual Funds are carried at fair value through Profit and loss in Ind AS compared to being carried at cost under IGAAP.

2) Loans

Loans to trust are carried at fair value through Other Comprehensive Income in Ind AS compared to being carried at cost under IGAAP

3) Deferred tax assets (net)

Deferred Tax has been Calculated in the Accordance with the INDAS.

4) Other financial liabilities

The Company has accounted the Unclaimed Dividend amount in the Books of Accounts Due to INDAS.

5) Other Equity

a) Adjustments to retained earnings and other comprehensive income has been made in accordance with Ind AS, for the above mentioned line items.

b) In addition, as per Ind-AS 19, actuarial gain and losses are recognized in other comprehensive income as compared to being recognized in the Statement of Profit and Loss under IGAAP

UNBILLED REVENUE:

Unbilled but accrued revenue included in Trade receivable valued as on MAR 31st, 2018 amounts to RS.395.49 lacs (MARCRS. 31 ‘ 2017 RS.825.60 Lac) primarily comprises of revenue recognised in relation to a percentage of work completed during the period which would be invoiced on achieving the particular milestone i.e based on the work order or contractual terms.

The company has only one class of Shares referred to as equity share having a par value of RS.5/- at the beginning of the year. Each holder of equity share is entitled to one vote per share. (‘The Company has sub-divided the face value of equity shares from INR 10 to INR 5 per share during FY 14-15.)

In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The company has allotted 8372 equity share in FY 13-14 as bonus share.

In response to order received for demand of INR 3.99 Cr (FY2007-12) , the company has filled an apeal with CESTAT and the same is pending as on date.

In response of the demand order received for AY 2013-14 of INR 4.3 Cr, the company has filed an appeal with CIT(A) and the same is pending as on date.

In respect of AY 12-13 demand order recived for INR 10.30 crs, the company has filed appeal with ITAT which is still pending for hearing

3. COMMITMENTS(TO THE EXTENT NOT PROVIDED FOR)

Company has a lease agreement for the premises of Saltlake City, Sector V, Kolkata, The Lease has been renewed till 2019.

4. There is no Impairment of assets during the quarter ended as on MAR 31 2018.

5. In respect of service tax & GST which are non cenvatable or non refundable the same amount is being charged to respective expense account.

6. The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 4 years expiring on 30th April’ 19. The amount of INR 239.84 lacs relates to FY17-18 and (RS. 999.94 lacs has been charged to PL Account as on 31st of MarcRs. 2017.)

7. There is no declaration received from Micro,Small and Medium Enterprises under section 22 of MSMED Act 2006

8. Additional Information pursuant to provisions of the Para 5 (vii) (b) of Part II Schedule III for the Companies Act, 2013:-

a The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

b Remittance in Foreign Currency

The Company has remitted H Nil (MAR2018: H Nil) in foreign currencies on accounts of dividends during the year and does not have information as to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders. The Particulars of dividends declared and paid on account of non-resident shareholders for the years 2010-11 to 2015-16 are as under :-

9 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragrapRs. 5 (viii) ‘(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.

10 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year’s classification.

11 Financial figures have been rounded off to nearest Rs. Lac.

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Mar 31, 2016

For Calculating Diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of share outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

The company has only one class of Shares referred to as equity share having a par value of RS,5/- at the beginning of the year. Each holder of equity share is entitled to one vote per share. (''The Company has sub-divided the face value of equity shares from RS,10 to RS,5 per share during FY 14-15.)

In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The company has allotted 2411623 equity shares in FY 10-11 , 10640 equity share in FY 11-12 , 16226 equity share in FY 12-13 and 8372 equity share in FY 13-14 as bonus share.

e Employee Stock option Plan

The Company has granted 75000 options of shares of face value H10 each to the directors and employees to be convertible into one equity share each, on 12th July, 2012 at the exercise price of H84.75 each. The same could be exercised after one year from the date of allotment of options. The Directors and Employees have exercise their options and the Directors have been allotted 45,000 Shares and Employee have been allotted (1st and 2nd installment out of four) 15000 shares before Jan, 15. On Jan, 15 with the subdivision of shares, the balance 15000 option of EQ face value of H10 each converted to 30000 options EQ for face value H5 each. During the period ended Sep, 15 15000 options for EQ face value H5 each has been allotted to employees. As on date 15000 Options of H5 each are outstanding to be exercised.

*1 In computation of CSR Amount branch profit is not considered. The amount spent during the year FY 15-16 H11 Lac has been charged to Profit and Loss Account. Provision include Rs,10 lac of FY 14 and Rs,109.4 lac of FY 15.

*2 In FY 16 the Company has Proposed Final Dividend @ Rs,1 per share subject to shareholder''s approval in AGM. (In FY 15 the Company has declared an interim Dividend @ RS,4 per share(face vale RS,10 per share) and proposed final dividend of RS,1.25 per share which is subject to shareholder''s approval in AGM dated 10th July, 2015)

b. UNBILLED REVENUE:

Unbilled but accrued revenue included in Trade receivable valued as on MARCRS, 31, 2016 amounts to RS,559.98 lac (MARCH 31, 2015 RS,3691.9 Lac) primarily comprises of revenue recognized in relation to a percentage of work completed during the period which would be invoiced on achieving the particular milestone i.e based on the work order or contractual terms and also include the Invoices which due to be sent to customer as on MARCH 31, 2016 RS, NIL Lac (MARCRS, 31, 2015 RS,10.7 Lac)

1. There is no Impairment of assets during the quarter ended as on MARCH 31, 2016.

2 In respect of service tax which are non convictable or non refundable the same amount is being charged to respective expense account.

3. The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 4 years expiring on 30th April, 19. The amount of RS,217.15 Lac (Previous Year 31.03.2014 RS,217.55 Lac) has been charged under Rent-Apartment & Ground in the profit & Loss Account during the period ended MARCH 31, 2016.

Note : *Assets used in the Company''s business are not capable of being specifically identified with any of the segments, and it is not practicable to provide segmented disclosures in relation to total assets and liabilities with any reasonable degree of accuracy. Unallocated expenses have not been disclosed in any segment.

4. The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ''(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.

5. The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year''s classification.

6. Financial figures have been rounded off to nearest RS, Lac.

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Mar 31, 2015

1 CORPORATE INFORMATION

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintenance of software for its clients based in different geographies. The company operates in US, UK and India.

2 SHARE CAPITAL

The company has only one class of Shares referred to as equity share having a par value of Rs.10/- at the begining of theyear. Each holder of equity share is entitled to one vote per share. ''The Company has sub-divided the face value of equity shares from INR 10 to INR 5 per share during FY 14-15. the transaction completed on 23rd Jan ''2015.

In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The company has allotted 241 1623 equity shares in FY 10-11 , 10640 equity share in FY 11-12 , 16226 equity share in FY 12-13 and 8372 equity share in FY 13-14 as bonus share.

a Employee Stock option Plan

The Company has granted 105,100 options of shares of face value INR 10 each to the employees during the year 2010-11 at the fair value of and the exercise price of the option is H49.55 each. As on date only 40075 option has been exercised and 44,450 options has been lapsed due to leaving of employees. As on date 20,575 shares options is lapsed due to expiry of exersice period.

The Company has granted 75000 options of shares of face value INR 10 each to the directors and employees to be convertible into one equity share each, on 12th July'' 2012 at the exercise price of Rs.84.75 each. The same could be exercised after one year from the date of allotment of options. The Directors and Employees have exercise their options and the Directors have been allotted 45,000 Shares and Employee have been allotted (1st and 2nd instalment out of four) 15,000 shares. As on date 15000 Options of INR 10 each (30000 options after subdivision of shares of face value INR 5 each)) are outstanding to be exercised.

The Company had granted 10000 options of share of face value INR 10 each to one employee to be convertible into one equity share each, on 8th January'' 2013 at the exercise price of Rs.191.7 each. The same was be due to be exercised after one year from the date of approval in four equal instalments. This same has lapsed due to leaving of employee and no option is outstanding as on date.

b Application Money Received Against Convertible Share Warrants on Preferential Basis

The Company has issued 1,550,000 convertible warrants on preferential basis to Mr. Rajnit Rai Jain at a price of Rs.51.86 each to be converted into one equity share each of Rs.10 each in January ''2012 which was allotted on 26th March''2012. All 15,50,000 warrants has been converted into equity share capital.

3 a. TRADE RECEIVABLES

b. UNBILLED REVENUE:

Unbilled revenue included in Trade receivable valued as on MARCH 31, 2015 amounts to Rs.3691.90 lac (March 31 ''2014 Rs.2921.92 Lac) primarily comprises of revenue recognised in relation to a percentage of work completed during the period which would be invoiced on achieving the particular milestone i.e based on the work order or contractual terms and also include the Invoices which due to be sent to customer as on MARCH 31, 2015 Rs.10.07 Lac (March 31'' 2014 Rs.1244.78 Lac)10.07

4 CONTINGENT LIABILITIES

(Rs. in Lac)

March 31, 2015 March 31, 2014

(To the extent not provided for in the books)

Guarantee Outstanding 5.20 23.35

Invoice Funding with Silicon Valley Bank 1,122.45 496.33

5 COMMITMENTS

a. Other Commitment

Company has a lease agreement for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April''15 which is renewable with the consent of both the parties. For detail please ref note no. 31 below.

Company has spent H73.81 lac (March ''14 Rs.73.81 Lac) towards ERP implementation as on MARCH 31, 2015 which is still under development stage by in house team.

6 There is no Impairment of assets during the year ended MARCH 31, 2015.

7 The company has changed its policy in relation to service tax. In respect of service tax which are non cenvatable or non refundable the same amount is being charged to respective expense account.

8 ''The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April'' 15. The amount of Rs.217.55 Lac (Previous Year 31.03.2014 Rs.217.55 Lac) has been charged under Rent - Apartment & Ground in the profit & Loss Account during the year ended MARCH 31, 2015.

9 There is no declaration received from vendor for small, medium & Micro registration.

10 Additional Information pursuant to provisions of the Para 5 (vii) (b) of Part II Schedule III for the Companies Act, 2013:-

a. The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

b. Remitance in Foreign Currency

The Company has remitted Rs. Nil (MARCH 31, 2014 : Rs. Nil) in foreign currencies on accounts of dividends during the year and does not have information as to the extent to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders. The Particulars of dividends declared and paid on account of non-resident shareholders for the years 2010-11 to 2013-14 are as under :-

11 Disclosure under clause 32 of the listing agreement amount of loans and advances outstanding from subsidiary

12 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ''(c) of general instructions for preparation of statement of profits and loss as per revised schedule VI of the Companies Act 2013.

13 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year''s classification.

14 Financial figures have been rounded off to nearest Rs.Lac.

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Mar 31, 2014

1 CORPORATE INFORMATION

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintainance of software for its clients based in different geographies. The company operates in US, UK and India.

2 SECURED LOANS

Company has loan limit of H950 Lac (inc. H150 lac of non fund base) with Axis Bank ; (Secured by first charge on all the current assets, assets, ranking pari passu with other bankers, and first charge on the Corporate Office premises of the Company). The liability against the same is NIL as on MARCH 31, 2014.

3 CONTINGENT LIABILITIES

(Rs. in Lac)

March 31, 2014 March 31, 2013

(To the extent not provided for in the books)

Guarantee Outstanding 23.35 9.50

Invoice Funding with Silicon 496.33 41.33 Valley Bank

4 COMMITMENTS

a Other Commitment

Company has a lease agreement for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April''15 which is renewable with the consent of both the parties.

Company has spent Rs. 73.81 lac (March ''13 H33.45 Lac) towards ERP implementation as on MARCH 31, 2014 which is still under development stage by in house team and expected to be completed by FY 2014-15.

5 There is no Impairment of assets during the YEAR ENDED MARCH 31, 2014.

6 The company has changed its policy in relation to service tax. In respect of service tax which are non cenvatable or non refundable the same amount is being charged to respective expense account.

7 The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April'' 15. The amount of H217.55 Lac (Previous Year 31.03.2013 H213.21 Lac) has been charged to the profit & Loss Account during the year ended March 31, 2014.

8 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ''(c) of general instructions for preparation of Statement of Profits and Loss as per revised Schedule VI of the Companies Act 1956.

9 The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year''s classification.

10 Financial figures have been rounded off to nearest Rs. Lac.

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Mar 31, 2013

1 Corporate Information

RS Software has focused exclusively on providing software solution to electronic payment industries since its inception. The company is engaged in development, testing and maintainance of software for its clients based in diff erent geographies. The company operates in US, UK and India.

a Employee Stock option Plan

The Company has granted 275,200 shares to the employees during the year 2008-09 at the fair value and the exercise price of the option is Rs. 15.95 each. As on date ''March 31, 2013 only 122,175 option has been opted. The scheme is closed on 31st March 2013 and hence no more valid.

The Company has granted 298,500 shares to the employees during the year 2009-10 at the fair value of and the exercise price of the option is Rs. 27.95 each. As on date March 31 2012 only 120,275 option has been exercised and 107,750 options has lapsed due to leaving of employees. As on date 70,475 shares options are outstanding on which 19,733 Bonus Shares are outstanding.

The Company has granted 105,100 shares to the employees during the year 2010-11 at the fair value of and the exercise price of the option is Rs. 49.55 each. As on date March 31 2013 only 3725 option has been exercised and 34,300 options has been lapsed due to leaving of employees. As on date 67,075 shares options are outstanding to be exercised.

The Company has granted 75000 options to the directors and employees to be convertiable into one equity share each, on 12th July'' 2012 at the exercise price of Rs. 84.75 each. The same will be exersices after one year from the date of allotmnet of options.

The Company has granted 10000 options to one employees to be convertiable into one equity share each, on 8th January'' 2013 at the exercise price of Rs. 191.7 each. The same will be due to be exersiced after one year in four equal instalments.

b Application Money Received Against Convertible Share Warrant on Preferential Basis

The Company has issued 1,550,000 convertible warrants on preferential basis to Mr. Rajnit Rai Jain at a price of Rs. 51.86 each to be converted into one equity share each of Rs. 10 each in January ''2012 . As on date 955,000 warrants has been converted into equity shares and Balance 595,000 no. of share warrant will be due within 18 months from the date of allotment of warrants.

2 SECURED LOAN

Company has enhanced and switched its loan limit of Rs. 800 Lac from ICICI Bank to Rs. 950 Lac in Axis Bank ; (Secured by fi rst charge on all the current assets, assets, ranking pari passu with other bankers, and fi rst charge on the Corporate Offi ce premises of the Company). The liability against the same as on March 31 2013 is NIL .

3 CONTINGENT LIABILITIES

(Rs. in Lacs)

March 31, 2013 March 31,2012

(To the extent not provided for in the books)

Guarantee Outstanding 9.50 9.50

Invoice funding facility with Silicon Valley Bank 441.33 1,523.90

20 COMMITMENTS

a Capital Commitment

The Company has entered into and 3 years agreement with Duckback for "Microsoft Enterprise Agreement True Ups". The agreement will expire in May''2015

b Other Commitment

Company has a lease agreement with Saltee Infotex India Pvt. Ltd. for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April''15 which is renewable with the consent of both the parties.

Company has spent Rs.33.45 lac towards ERP implementation as on March 31, 2013 which is still under development stage by in house team and expected to be completed by FY 2014

Company has spent Rs.7.88 lac towards Web designing as on March 31, 2013 which is still under development stage by in house team and expected to be upgraded by July''13.

The company has issued purchase order to KPMG ADVISORY SERVICES PVT.LTD for Oracle Payroll , Hyperian Planning - Production and Oracle Human Resource implementation for Rs.96.96 Lac.

4 There is no Impairment of assets during the period ended March 31st 2013.

5 As per the requirement of revised schdule VI, the company has changed its policy from current fi nancial year by not including value added tax of UK in the income from software development due to which there is no eff ects on the profi t of the company. Rate and taxes for the year ended 31.3.2013 include the Value added Tax of Rs. NIL , (as on 31.3.2012 - Rs. 331.26 Lac )

6 The Company has renewed lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April'' 15. The amount of Rs. 213.21 Lac (Previous Year 31.03.12 Rs. 189.17 Lac) has been charged to the profi t & Loss Account during the period ended March 31st '' 2013.

7 There is no declaration received from vendor for small, medium & Micro registration.

8 a) Additional Information pursuant to provisions of the Para 3 and 4 of Part II Schedule VI for the Companies Act, 1956:- The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

b) Dividend Remittance in Foreign Currency

The Company has remitted Rs. Nil (March 31, 2011 : Rs. Nil) in foreign currencies on accounts of dividends during the year and does not have information as to the extent to which remittance, if any, in foreign currencies on account of dividends have been made by / on behalf of non-resident shareholders. The Particulars of dividends declared and paid on account of non-resident shareholders for the year 2011-12 and 2012-13 are as under :-

9 The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software These cannot be expressed in any generic units. Hence it is not possible to give the quantities details of sales and certain information as required under paragraph 5 (viii) ''(c) of general instructions for preparation of statement of profi ts and loss as per revised schedule VI of the Companies Act 1956.

10 The previous year fi gures have been regrouped, reclassifi ed and restated, wherever necessary, to correspond with the current year''s classifi cation.

11 Financial figures have been rounded off to nearest.

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Mar 31, 2012

During the year ended March 31, 2012, the company has declared the interim dividend of Rs1 per share and proposes to pay final dividend to equity shareholder at Rs2 per share (Previous year Final dividend paid Rs2 per share). The total dividend appropriation amounted to Rs110.77 lacs and Rs229.34 lacs for interim and final dividend respectively (previous yearRs220.56 lacs). The corporate dividend tax on interim and proposed final dividend during the year is Rs55.17 lacs (previous year Rs36.63 lacs).

In the event of liquidation of the Company, the holder of the equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The aggregate number of bonus share issued in the last five years immediately preceding the balance sheet date are 2,422,263 equity shares.

Employee Stock Option Plan

The Company has granted 186,700 shares to the employees during the year 2007-08 at the fair value of and the exercise price of the option is Rs29.90 each. As on date March 31, 2012 only 25,575 option has been exercised and 1,61,125 options has been lapsed and hence no more valid.

The Company has granted 275,200 shares to the employees during the year 2008-09 at the fair value and the exercise price of the option is Rs1 5.95 each. As on date March 31, 2012 only 98,975 option has been exercised and 1,21,025 options have lapsed due to leaving of employees. As on date 55,200 shares options are outstanding on which 15,456 Bonus Shares are outstanding.

The Company has granted 298,500 shares to the employees during the year 2009-10 at the fair value of and the exercise price of the option is Rs27.95 each. As on date March 31, 2012 only 85,175 option has been exercised and 92,625 options has been lapsed due to leaving of employees. As on date 1,20,700 shares options are outstanding on which 33,796 Bonus Shares are outstanding.

The Company has granted 105,100 shares to the employees during the year 2010-11 at the fair value of and the exercise price of the option is Rs49.55 each. As on date March 31, 2012 only 425 option has been exercised and 19,900 options has been lapsed due to leaving of employees. As on date 82,275 shares options are outstanding to be exericed.

Allotment of Convertible Warrants on Preferential basis

The Company has issued for 1 5,50,000 Convertible warrants on preferential basis to Mr. Jain at Rs51.86 each to be converted in one equity share of Rs10 each by the Company for Mr. Jain. During the year 3,90,000 warrants have converted into equity shares. 25% of the total consideration has been received as share application money against warrants issued. The balance 11,60,000 no. of Convertible warrants will be due within 18 months from the date of allotment of warrants.

1. Secured Loan

Company has enhanced and switched its loan limit of Rs800 lacs on from ICICI Bank to Rs950 lacs in Axis Bank ; (Secured by first charge on all the current assets, ranking pari passu with other bankers, and first charge on the Registered Office premises of the Company). The liability against the same as on 31.3.2012 is NIL.

1 Land includes Leasehold land amounting to Rs4.59 lacs. The lease expires in year 2086.

2 Asset taken on Lease from Orix Auto Infrastructure Services Limited for Rs326 lacs of which Rs78.18 lacs is paid as Security Deposit. The lease period was for 48 months and lease rental payable monthly. This lease has expired in June '11 and negotiation are on purchase of these assets.

3 Building in Sector V comprising of 59600 sq ft has taken on lease for a period of 3 years which was extended for further period of 3 year till April 2012. Company has spent an Amount of Rs89.83 lacs and Rs49.99 lacs which were amortized over the respective period of lease.

4 Plant and machinery taken on finance lease from CISCO in 2007, which expired on 31.3.2011. Since then the assets have been transferred to Plant and Machinery from Leased Assets and reflected as other adjustment for Rs101.92 lacs.

b Other Commitment

Company has a lease agreement with Saltee Infotech India Pvt. Ltd. for the premises of Saltlake City, Sector V, Kolkata, The Lease will be expiring on 30th April 2012 which is renewable with the consent of both the parties.

Company has spent Rs22.83 lacs towards ERP implementation in 31.3.2011, which is still under development stage and expected to be completed by FY 2013

Company has spent Rs2.24 lacs towards Web DESIGNING in 31.3.2011, which is still under development stage and expected to be upgraded by July 2012.

There is a security deposit with Orix for assets taken on Rent from them which has expired in June 2011. Company is in the process of negotiating for the purchase of such assets pending which amounts are shown under security deposit and advances.

2. There is no declaration received from vendor for being Small, Medium & Micro registration.

Note : Assets used in the Company's business are not capable of being specifically identified with any of the segments, and it is not practicable to provide segmented disclosures in relation to total assets and liabilities with any reasonable degree of accuracy. Unallocated expenses have not been disclosed in any segment.

3. The Company is primarily engaged in the rendering services relating to maintenance and testing of Computer Software . These cannot be expressed in any generic units. Hence it is not possible to give the quantitive details of sales and certain information as required under paragraph 5 (viii) '(c) of general instructions for preparation of statement of profit and loss as per revised Schedule VI of the Companies Act 1956.

4. The revised Schedule has become effective from 01.04.2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in financial statement. The previous year figures have been regrouped, reclassified and restated, wherever necessary, to correspond with the current year's classification and revised Schedule VI.

5. Financial figures have been rounded off to nearest Rs lacs.

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Mar 31, 2011

1. Contingent Liabilities:

a) Guarantees outstanding as at 31.03.2011 is Rs.5,256,500 (Previous Financial year 31.03.10 Rs.1,155,500)

b) Liabilities in respect of bills discounted with Silicon Valley Bank by the Company as on 31.03.2011 is amounting to Rs.22,479,327 (Previous Financial year 31.03.10 Rs.69,941,756).

2. a) Debit in Interest and Finance Charges Account includes Interest to Banks Rs.231,291 (Previous Year 31.03.2010 Rs.7,606,153) and Financial Charges to Bank Rs.6,351,630 (Previous Financial Year 31.03.2010 Rs.14,215,747) and other charges paid to bank Rs.812,388 (Previous Financial Year 31.03.2010 Rs.899,818) incurred during the year ended 31.03.2011. It also includes interest on Debenture amounting to Rs.1,094,284 paid during the year ended 31.03.2011 (previous year 31.03.2010 Rs.2,912,159).

b) Other income for the year ended 31.03.2011 includes Interest Received from Bank amounting to Rs.630,653 (including TDS Rs.62,210 ),{Previous Year 31.03.2010 Rs.1,163,937 (including TDS Rs.70,252)} and Conversion fees amounting to Rs.NIL. (Previous year 31.03.2010 Rs.479,824).

3. a) The income tax deducted at source on domestic income during the year ended 31.03.2011 is Rs.3,495,086 (Previous Financial Year 31.03.2010 Rs.1,886,750).

b) The Company has created a Corporate Social Responsibility Fund by appropriating a sum of Rs.7,500,000, towards meeting its social obligation. Such fund is created for spending in social sector directly or indirectly by contributing in social activities and build up of social infrastructure which will benefit different classes of the society

c) There is no Impairment of assets during the year ended 31.03.2011.

5. Rates and Taxes is inclusive of value added tax for the year ended 31.03.2011 amounting to Rs.20,480,204 (Previous Financial year 31.03.10 Rs.14,812,381).

4. b) The Company has created a Corporate Social Responsibility Fund by appropriating a sum of Rs.7,500,000, towards meeting its social obligation. Such fund is created for spending in social sector directly or indirectly by contributing in social activities and build up of social infrastructure which will benefit different classes of the society

5. b) The Company has also entered into an operating lease for Building with Saltee Infotex (India) Pvt. Ltd. for the period of 3 years expiring on 30th April 12. The amount of Rs.14,187,780 (Previous Year 31.03.2010 - Rs.18,711,420) has been charged to the Profit & Loss Account during the year ended 31.03.2011.

6. DEFINED BENEFIT PLAN

As per Actuarial Valuation as on 31.03.2011, the Company has recognized the appreciation in value of liability into the books in addition to One fifth of the transactional difference arisen on 31.03.2008, of the same Rs.1,440,780 and Rs.770,828 for Gratuity and Leave encashment respectively. The Balance of Rs.1,440,780 and Rs.770,828 are being carried forward to be charged off in the following year.

7. Related Party Disclosures:

b) Key Management Personnel:

Mr. Rajnit Rai Jain - Chairman and Managing Director

Mr. Shital Kr. Jain - Director

Mrs Sarita Jain - Director

Mr. R Ramaraj - Director

Mr. Richard Launder - Director

Mr. Vijendra Surana - CFO & Company Secretary

8. a) 12.5% Cumulative Redeemable Preference Shares (CRPS) amounting to Rs.500 Lac issued to IDBI were due to be redeemed on May 30, 2004 but have not been redeemed. Company has paid a total amount of Rs.500 Lac till 31st March 09 against CRPS. In the year 2009-10 company had redeemed the preference shares for Rs.245 Lac after transferring Rs 110 Lac during 2009-10 and the balance of Rs.255 Lac has been redeemed after transferring Rs 255 lacs to Preference Share Redemption Reserve.

b) 12.5% NCD for Rs.289Lacs had been issued in Nov 07. Debentures were repayable in 2 equal installments payable in November 2009 & 2010 respectively, Installments have been paid on due date.

9. a) The Company has granted 275,200 shares to the employees during the year 2007-08 at the fair value and the exercise price of the option is Rs.15.95 each. As on date 31.03.2011 only 80,800 option has been exercised.

b) The Company has granted 186,700 shares to the employees during the year 2008-09 at the fair value and the exercise price of the option is Rs.29.90 each. As on date 31.03.2011 only 22025 option has been exercised.

c) The Company has granted 298,500 shares to the employees during the year 2009-10 at the fair value and the exercise price of the option is Rs.27.95 each. As on date 31.03.2011 only 68,900 option has been exercised.

d) The company has granted 30,233 shares as bonus shares in the ratio of 28 shares against 100 shares each held on the above ESOSs granted.

10. The company has received 10% of the application money in the year 2008-09 for 10,00,000 equity warrants @ Rs.19.50 each from CMD as preferential allotment out of which 400,000 shares (previous year 600,000 shares) were allotted to the him @ face value Rs.10 per share and Rs.9.50 as premium. The money has been received and used for business of the company

11. There is no declaration received from vendor for being Small, Medium & Micro Registration.

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

13. Financial figures have been rounded off to nearest rupee.

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Mar 31, 2010

1. Contingent Liabilities:

a) Guarantees outstandingasat31.3.10isRs1,155,500 (Previous Financial year 31.03.09 Rs. 1,524,900)

b) Liabilities in respect of bills discounted with Sillicon Valley Bank by the Company as on 31.3.10 is amounting to Rs.69,941,756 (Previous Financial year 31.03.09 Rs.191,277,731)

2. a) Debit in Interest and Finance Charges Account includes Interest to Banks Rs.7,606,153 and Financial Charges to bank Rs. 14,215,747 and other charges paid to bank Rs.899,818 incurred during the year ended 31.3.10 (Previous Financial Year 31.03.09 Rs. 32,360,931). It also includes interest on Debenture amounting to Rs. 2,912,159 (previous year Rs. 3,615,856).

b) Other income for the year ended 31.3.10 includes FD earlier written off now recovered on reconciliation amount to Rs.3,520,046 (including TDS Rs. 190,680) ,Interest Received from Bank amounting to Rs.1163937 (including TDS Rs.70,252) (Previous Year Rs. 246,140 (including TDS Rs. 35,610)), Interest income received from Income Tax Rs. 1,383,989 interest received from subsidiary Rs 421,983 (Previous Year Rs. 13,884) and Conversion fees amounting to Rs. 479,824(Previous year Rs. NIL).

3. a. The income tax deducted at source on domestic income during the year is Rs.1,886,750 (Previous Financial Year Rs. 3,033,838).

3. b. The Company has provided an amount of Rs.2,329,910 as deferred tax Liability as on 31.3.10 (Previous Financial Year Rs. 10,029,998).The detail for the same is given as below:-

3 c. There isno Impairment of assets during the year.

4. a. Legal /Professional Fees and Taxes is inclusive of value added tax for the year ended 31.3.10 amounting to Rs. 14,812,381 (Previous Financial year 31.03.09 Rs. 36,133,666). It also includes the amount of Rs. 358,994 (Previous Financial Year 31.3.09 Rs. 10,290,260) paid during the year ended 31.3.10 as legal charges for a case filed in USA by Identity Check for infringement of copy right. The company has entered into out of court settlement during the year and has incurred a cost of Rs. 1,649,200. Henceforth the case is resolved.

5. Prior period expenses incurred till date 31.03.10 Rs. 826,875- (Previous Financial Year 31.03.09 Rs. 1,541,425/-) which is on account of re-imbursement to the employees.

6. i.) General description of Lease Agreement

a) Lease rental are charged on the basis of agreed terms.

b) Assets are taken on lease for a period of 3years

7. DEFINED BENEFIT PLAN

As per Actuarial Valuation as on 31.03.2010, the company has recognized the appreciation in the value of the liability into the books in addition to the One fifth of the Transitional difference arises as on 31.03.08 of the same has been charged to P/L A/c amounting to Rs. 1,440,780 & 770,828 for Leave Encashment & Gratuity respectively. And the balance of Rs 2,881,559,& 1,542,200 are being carried forward to be charged off in balance two installments in respect of Leave Encashment &Gratuity respectively.

8 Related Party Disclosures:

a) Enterprises where control exists:

Wholly Owned Subsidiaries: Percentage of holding Country of Incorporation

Responsive Solutions Inc 100% United States of America

RS Software (Asia)Pte.Ltd. 100% Singapore

b) Key Management Personnel:

Mr. Rajnit Rai Jain - Vice Chairman and Managing Director

Mr. Shital Kr. Jain - Director

Mrs. Sarita Jain - Director

Mr.R Ramaraj - Director

Mr Richard Launder - Additional Director

Mr. Vijendra Surana - CFO and Company Secretary

d) The company has charged interest on advance given to subsidiary after 1st January2009. The interest is treated as further advance given.

e) Company has formed one 100 % subsidiary at Singapore with the name RS Software (Asia) Pte Ltd. with the capital of 25000 Singapore Dollar @ SGD 1 (Rs 32.08) per share on 9th April 09. Shares have been issued for which payment is due and will be paid subsequently.

9.a) 12.5% Cumulative Redeemable Preference Shares (CRPS) amounting to Rs. 500 Lac issued to IDBI were due to be redeemed on May 30, 2004 but have not been redeemed. Company has paid a total amount of Rs. 592.57 Lac till 31st March 09 against CRPS. The Company had made a provision of Rs. 92.57 lac in the June quarter against deposits with IDBI, Which has been finally written off. During the year company has redeemed the preference shares for Rs. 245 Lac after transferring Rs 110 Lac during the year to Preference Share Redemption Reserve. Due to accumulated past losses incurred by the Company only Rs 110 Lac has been transferred to Preference share redemption reserve during the year ended 31.3.10

b) 12.5% NCD for 289 Lac had been issued in Nov 07. Debentures were repayable in 2 equal installments payable in November 2009 &2010 respectively out of which 1st Installment which was due on Nov09 has been paid on due date.

10.a. The Company has granted 275,200 shares to the employees during the year 2007-08 at the fair value and the exercise price of the option is Rs. 15.95 each. As on date 31.3.10 48,150 option has been exercised.

b. The Company has granted 186,700 shares to the employees during the year 2008-09 at the fair value of and the exercise price of the option is Rs. 29.90 each. As on date 31.3.10 15,600 option has been exercised.

c. The Earlier provision of liability against Employee Stock option for a sum of Rs. 47,285 has been written off to the employee expenses as the same has not been exercised by any employees during the year and has lapsedason31st Dec 2009

d. 165000 share options in 2004-05 under the Employee Stock Option Scheme @ Rs. 16.76 was given out of which 55350 shares were alloted and balance options have lapsed now.

e. 176,600 shares options in 2005-06 under the Employee stock option scheme at the closing of the Market Price of Rs 71/- preceding the date of the Board Meeting where ESOS was approved. 2298 options have been exercised and converted into equity shares and balance have now lapsed.

11 The company has received 10% of the application money in the year 2008-09 for 10,00,000 equity warrants @ Rs. 19.50 each from CMD as preferential allotment out of which 380,000 shares (previous year 220000 shares) were allotted to the him@ Rs. 10 per share and Rs. 9.50 aspremium. The money received and used for business of the company

12. There is no declaration received from vendor for being Small, Medium &Micro Registration.

13. Additional Information pursuant to provisions of the Para3 and4 of Part II Schedule VI for the Companies Act, 1956:- The Company is engaged in the business of development & maintenance of computer software and other related services. The production and sale of such software services are not capable of being expressed in generic terms.

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

15. Financial figures have been rounded off to nearest rupee.