Idhasoft Limited Annual Report 2013

Transcription

1 Annual Report 203

2

3 Table of Contents Directors' Report Auditors' Report Balance Sheet Profit and Loss Account Cash Flow Statement Notes to The Financial Statements Notice of AGM Attendance Slip Proxy Form

4 Directors Report To Members, IDHASOFT LIMITED Your Directors present the Seventh Annual Report of the Company together with audited accounts for the Financial Year ended 3 March, FINANCIAL RESULTS AND OPERATIONS: (in Rs.) Year Year Sales and service income Other Income Total Income Less: Expenses Profit Before Depreciation Less: Depreciation Profit After Depreciation Diminution in the value of invement Profit Before Prior period items and taxation Extraordinary Items Profit before taxation Less: Provision for Tax Add: Deferred Tax Asset/(Liability) Profit after taxation Profit and loss account, brought forward Amount available for appropriation Depreciation due to change in policy on account of merger Preference Dividend Dividend Tax Profit and Loss account, carried forward 363,946,77 75,765, ,72, ,58,244 64,569,926 7,438,744 47,3,82 47,3,82 43,256,656 3,874,526 3,23,874 7,088,400 (,43,420,85) (,426,558,74) (,426,558,74) 559,673, 75,662, ,335,43 69,9,728 40,69,886 25,268,20 5,423,685 5,423,685 4,48,876,004,809 (3,67,262) (2,62,454) (,424,860,59) (,43,420,85) (,43,420,85) Annual Report FY

5 Directors Report 2. Depository syem: Company has entered into agreements with NSDL (National Securities Depository Limited) and CDSL (Central Depository Services India Limited). As on date, out of,099,862,499 Equity Shares issued by the Company, 495,452,9 Equity Shares are held in dematerialized form conituting % of the shares. 3. Subsidiaries: Subsidiaries of the Company as on 3 March, 203 are as follows:. Apposite Solutions, Inc., USA 2. Codesoft International, Inc., USA 3. Idhasoft, Inc., USA 4. Prodilink Solutions Inc, USA 5. Roundbox Media LLC, USA 6. Semafor Technologies, LLC, USA 7. Idha Inc., Canada 8. Roundbox Media S. A., Coa Rica 4. Capital ructure: a. Employee Stock Option Scheme: The Shareholders of the Company have approved the Employee Stock Purchase Scheme and Employee Stock Option Scheme in accordance with SEBI (Employees Stock Option and Employee Stock Purchase Scheme) Guidelines, 999. of ESOP as on 3 March, 203 is as under: Year ended 3 March, 203 ESOP I ESOP II Shares arising out of options Range of exercise prices Shares arising out of options Range of exercise prices Options outanding at the beginning of the year 2,005, ,000 Options granted during the year 85,64 Options forfeited during the year 620,000 30,000 Options lapsed and / or withdrawn Options exercised during the year 70,4 Options outanding at the end of year,400, ,000 Year ended 3 March, 202 ESOP I ESOP II Shares arising out of options Range of exercise prices Shares arising out of options Range of exercise prices Options outanding at the beginning of the year 2,62, ,80 Options granted during the year 275,000 Options forfeited during the year 608, ,80 Options Lapsed and / or withdrawn Options exercised during the year 8,000 Options outanding at the end of year 2,005, ,000 Annual Report FY

6 Directors Report 4. Capital ructure: (continue...) b. ISSUED AND PAIDUP SHARE CAPITAL: As on 3 March, 203, the issued share capital of the Company was Rs.,099,862,499/ comprising of,099,862,499 equity shares of Re. each and paid up share capital of the Company was Rs.,052,540,499/ comprising of,052,062,499 equity shares of Re. each fully paidup and 47,800,000 partly paidup equity shares of Re. 0.0 paidup. 5. Overview and review of operations: Idhasoft Ltd., a Navi Mumbai based global IT services organization eablished 7 years ago. It has now board members from leading financial initutions and International board members and professionals with skilled operational capabilities. Idhasoft eablished with the Vision to be a global worldclass organization that provides beofbreed localized business and technology solutions, with continuous innovation, quality by beinclass people. Over the years it has acquired a number of organization across the world and has today consolidated its growth organically with a combination of vertical and horizontal specialization. Idhasoft survived the great American Recession of and it has emerged a leading Business Consulting and Technology leader, with over 90 % of its business out of America. Today Idhasoft has done a number of implementation in Manufacturing, Retail, Healthcare and Life sciences segment it has some of the leading clients like Balboa Water Group, Bramer Bank, Nokia Siemens, Forties Hospital & many others. Company has an exiing client base of over 200 cuomer with 20% of fortune 500 companies. Growing the current business by leveraging cuomer relationship is the key to its success plus entering into new cuomer relationship has become the key priority. The total number of Idhasoft Employee as on 3 March, 203 is over 400. Idhasoft in order to cater to its global cuomers, has focused on some cutting edge solutions in the areas of SAP, Suite on HANA, Predictive Analytics, Advance Mobile Apps using Africa, Work Force Builder, Success Factors and Rapid Deployment methodology suing SAP Rapid Deployment Solution Idhasoft s uniqueness is to provide cuomer a complete turn key solution which includes licensing, implementation and po sales support. It has also introduced in its portfolio of service special Infraructure support services out of its Pune centre and to date has already added over 75 odd large cuomers where support is extended on a 24 x7 basis. Idhasoft looks forward to not ju improving its margins, but also looks forward to consolidate as the number one solution provider in SMB segment for SAP products and services 6. Deposit from public: Company has not accepted any deposits from public as defined in Section 58A of the Companies Act, Employee relations: The relations with the aff at various levels continues to be cordial and the Management is thankful for the cooperation extended by them. 8. of employees: There are no employees who are employed in your Company throughout the year and are in receipt of Remuneration of Rs. 500,000/ Per Month, aggregating at Rs. 6,000,000/ Per Annum or more. Therefore provisions of Section 27(2A) of Companies Act, 956 are not presently applicable. 9. required under section 22 of the Companies act, 956: required under Section 22 of the Companies Act, 956 are appended to this report. 0. Conservation of energy and technology absorption: Operations of the Company are not energyintensive. However, significant measures have been taken to reduce Energy Consumption. Companies (Disclosures of in Report of Board of Directors) Rules, 998 are appended to this report.. Directors: Dr. Thomas Noel Kelly, Director and Mr. Ranjeev Bhatia, Director are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for reappointment at the ensuing Annual General Meeting. Mr. Saurabh Dani was appointed as an Additional Director of the Company on 7th February, 203 to holds office of Director from the date of appointment till the date of forthcoming Annual General Meeting of Company. Annual Report FY

7 Directors Report Company has received a notice from a member in accordance with the provision of Section 257 of the Companies Act, 956 signifying his intention to propose his appointment as a Director not liable to retire by rotation at the ensuing Annual General Meeting. Shareholders are requeed to consider the same and pass the Ordinary Resolution. 2. Auditors : M/s. E. A. Patil & Associates, Chartered Accountants, Navi Mumbai, holds office as Auditors of the Company till the conclusion of the forthcoming Annual General Meeting and, being eligible, are recommended for reappointment. place on record their appreciation to Company's personnel at all levels for the contribution made by them towards the working of your company. By Order of the Board of Directors, For IDHASOFT LIMITED 3. Directors' responsibility atements A atement of responsibility of the Directors relating to the compliance with the financial accounting and reporting requirements in respect of the financial atements, as specified under Section 27(2AA) of the Companies Act, 956 inserted by the Companies Amendment Act, 2000, is annexed to this Report. 4. Acknowledgments: Your Board of Directors are grateful to the Company's Bankers, Government Authorities, Cuomers, Suppliers, Diributors, Shareholders and Business Associates for their continued and valued support. The Directors also wish to Dr. Ramesh Subramaniam Managing Director Date: 8th July, 203 Place: Navi Mumbai Alok Pathak Director & CEO Annual Report FY

8 Directors Report Addendum to the Directors Report required under the Companies (Disclosure of in the Report of the Board of Directors) Rules, March, March, 202 A. Conservation of Energy: Form A Power & Fuel Consumption. Electricity: a) Purchased Units Total Co Rate / unit Nil Nil Nil Nil b) Own generation through Diesel Generator Units Total Co Rate/ unit Nil Nil Nil Nil Nil Nil B. Technology Absorption: Form B. Disclosure of particulars with respect to: Research & development 2. Benefits derived as a result of the R & D 3. Expenditure on R & D N.A N.A N.A N.A N.A N.A For and on behalf of the Board of Directors Date: 8th July, 203 Place: Navi Mumbai Dr. Ramesh Subramaniam Managing Director Alok Pathak Director & CEO Annual Report FY

9 Directors Report C. Foreign Exchange Earnings and outgo The Foreign exchange earned and spent by the Company during the year under review is as follows: 3 March, March, 202 Earnings in Foreign Currency Consultancy, sales and service income Intere Earned Other Income Total Earning Expenditure in Foreign Currency Payroll Co Co of software licenses Adminirative Expenses Finance Cos Consultancy Charges Total Expenditure 349,720,397,80,90 905,908 35,807,25,606,30 0,79,592 3,875,47 772,658,606,30 8,040,07 535,676,378,329,824,828,26 548,834,329 25,722,96 75,393, , ,332 44,237,97 24,69,07,572 For and on behalf of the Board of Directors Date: 6th May, 203 Place: Navi Mumbai Dr. Ramesh Subramaniam Managing Director Alok Pathak Director & CEO Directors' Responsibility Statement as required under Section 27(2AA) of the Companies Act, 956 as inserted by the Companies (Amendment) Act, i. The Financial Statements have been prepared in accordance with the accounting andards issued by the Initute of Chartered Accountants of India and the requirements of the Companies Act, 956, to the extent applicable to the Company. There have been no material departures from prescribed accounting andards while preparing these financial atements; ii. iii. iv. The Board of Directors has selected the accounting policies described in the notes to the accounts, which have been consiently applied, except where otherwise ated. The eimates and judgments relating to the financial atements have been made on a prudent basis, in order that the financial atements reflect in a true and fair manner, the ate of affairs of the Company as on 3 March, 203 and the profit of the Company for the year ended on that date; The Board of Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; The annual accounts have been prepared on going concern basis. For and on behalf of the Board of Directors Date: 8th July, 203 Place: Navi Mumbai Annual Report FY 2023 Dr Ramesh Subramaniam Managing Director Alok Pathak Director & CEO 06

10 Directors Report Disclosure of Board meetings held during the year During the year , Board of Directors Meeting was held for 4 (four) times i.e. on 27th June, 202, 6th Augu, 202, 26th December, 202 and 7th February, 203. Attendance of Board of Directors in the above said Board Meetings was as follows: Name of Director Date of Board Meeting 27th Jun, 202 6th Aug, th Dec, 202 7th Feb, 203 Dr. Thomas Noel Kelly Yes No No Yes Dr. Ramesh Subramaniam No Yes Yes No Mr. Alok Pathak Yes Yes Yes Yes Mr. Ranjeev Bhatia No Yes Yes Yes Mr. Mohammed Chowdhury No No No No Mr. Satrajit Bhattacharya Yes No Yes Yes Mr. Saurabh Dani(Appointed on 7th February,203) NA NA NA No Annual Report FY

11 Directors Report Statement under Section 22 (8) of the Companies Act, 956 relating to subsidiary companies as on 3 March, 203 Sr. No. Name of subsidiary company Reporting Currency Exchange Rate as at 3 March 203 Share Capital Reserves & Surplus Total Assets Total Liabilities Invement other than invement in subsidiary Sales & Service income Profit before taxation Provision for taxation Profit / (loss) after tax Proposed Dividend Country Semafor Technologies, LLC USD ,035,65 49,993, ,662, ,662,345 57,247,993 (7,024,454) (7,024,454) Nil USA 2 Apposite Solutions, Inc. USD ,29 67,899, ,55,69 524,55,69 58,656,988 2,03,90 2,03,90 Nil USA 3 Roundbox Media S.A. USD 54.39,088 (8,67,9),842,26,842,26 3,428,752 (,633,043) (,633,043) Nil USA 4 Idhasoft, Inc. USD 54.39,37,68,479,388,78 6,859,24,399 6,859,24,399 3,049,648,037 53,753,200 53,753,200 Nil USA 5 Idha, Inc. CAD ,444,395 6,99,85 6,99,85 3,56, , ,992 Nil USA 6 Prodilink Solutions Inc. USD ,389 8,747,425 47,36,66 47,36,66 4,65,944 (2,092,34) (2,092,34) Nil USA 7 Codesoft International, Inc. USD ,023,027 42,707,209 2,460,573,77 2,460,573,77 545,52,808 27,359, ,773 26,860,784 Nil USA For and on behalf of the Board of Directors Date: 8th July, 203 Place: Navi Mumbai Dr. Ramesh Subramaniam Managing Director Alok Pathak Director & CEO Annual Report FY

12 Auditors Report To the Members of Report on the Financial Statements We have audited the accompanying financial atements of (the Company ), which comprise the Balance Sheet as at 3 March, 203, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements The Company's management is responsible for the preparation of these financial atements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in subsection (3C) of Section 2 of the Companies Act, 956 ( the Act ). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial atements that give a true and fair view and are free from material misatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial atements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Initute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial atements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misatement of the financial atements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial atements in order to design audit procedures that are appropriate in the circumances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting eimates made by management, as well as evaluating the overall presentation of the financial atements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the be of our information and according to the explanations given to us, the financial atements give the information required by the Act in the manner so required Annual Report FY 2023 and give a true and fair view except in case of clause (f) of point no.2 below and payable balances for purchase of Fixed assets amounting to Rs.9,359,656 which are subject to confirmation, in conformity with the accounting principles generally accepted in India: a. in the case of the Balance Sheet, of the ate of affairs of the Company as at 3 March, 203; b. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements. As required by the Companies (Auditor's Report) Order, 2003 ( the Order ) issued by the Government of India in terms of subsection (4A) of Section 227 of the Act, we give in the Annexure a atement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by Section 227(3) of the Act, we report that: a. we have obtained all the information and explanations which to the be of our knowledge and belief were necessary for the purpose of our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. Attention is drawn to the note 2.9 of the financial atements in case of US branch for which taxes have been provisionally reviewed by the CPA; c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account; d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 2 of the Companies Act, 956 except in case of Invements of Rs.,25,633,728 which need to be confirmed whether there is diminution other than temporary nature in the value of invement and requires provision if any; e. on the basis of written representations received from the directors as on 3 March, 203, and taken on record by the Board of Directors, none of the directors is disqualified as on 3 March, 203, from being appointed as a director in terms of clause (g) of subsection () of Section 274 of the Companies Act, 956. For M/s. E.A.Patil & Associates Chartered Accountants Firm Regiration No. 737W Date: 23rd May, 203 Vashi, Navi Mumbai CA. E. A. Patil Partner Membership No

13 Auditors Report Annexure to the Auditors' Report for the year ended March 3, 203. (Referred to in our report of even date). a) The Company has not maintained proper records showing full particulars, including quantitative details and situation, of fixed assets. b) According to the information and explanation given to us, company is in the process of implementing a regular programme for physical verification of its fixed assets. For the current financial year, no physical verification carried out by the company. 2. The Company is a service company, primarily rendering IT consulting, software implementation and software development services. Accordingly, it does not hold any physical inventories. Thus, paragraph 4(ii)(a) of the Order is not applicable. 3. The Company has not granted loans to body corporate covered under regier maintained under Section 30 of the Companies Act, 956 (the Act ). Accordingly the provisions of subclause (b) to (d) of clause (iii) of paragraph 4 of the order are not applicable. 4. The Company has taken loans, unsecured from the companies, firms or parties covered in the regier maintained under Section 30 of the Act. The maximum amount outanding during the year is Rs.,200,000 (previous year Rs.,350,000) and yearend balance is Rs.250,000 (previous year Rs.,200,000 ) In our opinion, the rate of intere and other terms and conditions on which the loan has been taken from the body corporate lied in the agreement maintained under Section 30 of the Act, are not, prima facie, prejudicial to the intere of the company. 5. In our opinion and according to the information and explanations given to us, internal control syem is not commensurate with the size of the company and nature of its business with regard to purchase of fixed assets and with regard to sale of services. In our opinion and according to the information and explanations given to us, there is a continuing failure on part of the company to correct major weaknesses in the internal control syem. 6. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 30 of the Act, has been entered in the regier required to be maintained under that section. b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakh during the financial year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. Annual Report FY As per the information and explanations provided by the management, the Company has not accepted any deposits from the public. 8. In our opinion, the company does not have internal audit syem commensurate with the size and nature of its business. 9. As per the information and explanations provided by the management, the Central Government has not prescribed the maintenance of co records under Section 209()(d) of the Act, for any of the services rendered by the Company. 0.According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed atutory dues including Income tax, Service tax and other material atutory dues have been regularly deposited during the year by the Company with the appropriate authorities except in case of items indicated below which are outanding for a period of more than 6 months as on the balance sheet date: Sr. No. Amount 2 Tax deducted at source Profession Tax 78,7,832,85 According to the information and explanations given to us, there were no dues of Income tax/ Sales tax/ Service tax/ Cuoms duty/ Wealth tax/ Excise duty/ Cess have not been deposited on account of dispute.. The Company does not have accumulated losses at the end of the financial year. The cash losses for the previous year are Rs. 45,404,672 and the cash losses for the current year are Rs. Nil. 2. Based on our audit procedure and as per the information and explanations as given by the management, the Company has defaulted in repayment of outanding dues to banks during the year. The schedule regarding defaults of repayments is as given below: Sr. No Amount 2,09 0,000,000 2,300,000 6,967,49 46,809 20,67,69 7, ,000 3,000,000 5,750,000 38, ,8 35,549 Due date of Repayment 24Apr2 24Apr2 24Apr2 24Apr2 24Jul2 24Jul2 23Oct2 23Oct2 23Oct2 23Oct2 24Jan3 24Jan3 24Jan3 Actual Date of Payment 9Jun2 2Jul2 23Jul2 24Jul2 25Sep2 9Oct2 9Dec2 Jan3 2Jan3 23Jan3 24Jan3 3Jan3 23Mar3 0

14 Auditors Report 3. According to the information and explanations given to us, Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 4. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society. 5. According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other invements. 6. According to the information and explanations given to us, Company has not given any guarantee for loans taken by others from banks or financial initutions. 9. The Company has not made any preferential allotment of shares to companies/ firms/ parties covered in the regier maintained under Section 30 of the Companies Act, There are no outanding debentures of the company as on 3 March, 203. The company has also not issued any debentures during the current year. 2. The Company has not raised any money by public issue during the year. 22. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. 7. In our opinion and according to the information and explanations obtained by us, term loans were applied for the purpose for which they were obtained. In our opinion and according to the explanations provided to us, funds raised on shortterm basis have not been used for long term invement. 8. According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on shortterm basis have not been used for long term invement. For M/s. E.A. Patil & Associates Chartered Accountants Firm Regiration No. 737W Date: 23rd May, 203 Vashi, Navi Mumbai CA. E. A. Patil Partner Membership No Annual Report FY 2023

15 Balance Sheet as at 3 March, 203 (Currency : Indian Rupee) Capital & Liabilities Shareholders' funds Note 3 March, March, 202 Share capital 3,052,540, ,46,940 Reserves and surplus 4 798,83,94 79,2,05 Share application money pending allotment 5 500,000 Noncurrent liabilities Longterm borrowing 6 60,004,994 43,96,928 Deferred tax liabilities (net) 22b 69,368 59,30 Longterm provisions 7 3,297,487 3,037,034 Current liabilities Shortterm borrowing 8 20,545, ,863,505 Trade payables 9 05,675,983 4,909,49 Other current liabilities 0 44,526,638 42,078,536 Short term provisions,35,246 4,457,89 Total 2,376,259,9 2,22,540,974 Assets Noncurrent assets Fixed assets: Tangible assets 2 8,49,788 24,924,79 Intangible assets Goodwill on Amalgamation 2 43,256,658 Noncurrent invements 3,255,326,99,03,896,679 Deferred tax assets (net) 22b 7,845,580 4,63,706 Longterm loans and advances 4 55,52,808 56,026,50 Other noncurrent assets Annual Report FY

16 Balance Sheet as at 3 March, 203 (Currency : Indian Rupee) Current assets Note 3 March, March, 202 Trade receivables 5 669,877, ,227,36 Cash and cash equivalents 6 32,488,402 64,606,452 Shortterm loans and advances 7 346,49,058 33,029,703 Other current assets 8 567, ,3 Total 2,376,259,9 2,22,540,974 The accompanying notes form an integral part of this Balance Sheet. As per attached report of even date. For M/s. E.A. Patil & Associates Chartered Accountants Firm Regiration No. 737W For and on behalf of the Board of Directors CA E.A. Patil Partner Membership No: Alok Pathak Director & CEO Dr. Ramesh Subramaniam Managing Director Date: 23rd May, 203 Place: Navi Mumbai Rohan Naik Company Secretary Annual Report FY

17 Statement of Profit and Loss Revenue Note 3 March, March, 202 Sales and services from operations 9 363,946,77 559,673, Other income 20 75,765,655 75,662,302 Total Revenue 439,72, ,335,43 Expenses Employee benefits expense 2 45,48,80 25,958,445 Travelling expenses 2 0,85,490 9,302,39 Rent 2 7,978,869 26,34,227 Legal and professional fees 2 9,094,776 7,894,00 Electricity 2 5,296,63 6,749,40 Office expenses 2 5,579,274 6,904,567 Communication expenses 2 4,593,727 6,089,843 Co of software licenses 0,79,592 96,92,288 Finance cos 2 47,208,299 55,50,654 Consultancy Charges 2 43,29,500 Depreciation 2 7,438,744 25,268,20 Other expenses 2 6,893,249 0,229,92 Prior period expense 2,02,43 Total Expenses 392,58,244 69,9,728 Profit before extraordinary items and Tax 47,3,82 5,423,685 Extraordinary Items (Amortisation of Goodwill on Amalgamation) 43,256,656 4,48,876 Profit before tax 3,874,526,004,809 Tax expense: Current tax 200,962 MAT Credit entitlement 22a (200,962) Deferred tax charge (3,23,874) 3,67,262 Profit after taxation for the year from continuing operations 22a 7,088,400 (2,62,453) Annual Report FY

18 Statement of Profit and Loss Earnings per equity share of Re. each Note 3 March, March, 202 Basic Diluted Weighted average number of equity shares outanding during the year Basic Diluted ,62, ,653,427 (0.003) (0.003) 762,974, ,974,462 The accompanying notes form an integral part of this profit and loss account as per attached report of even date. For M/s. E.A. Patil & Associates Chartered Accountants Firm Regiration No. 737W For and on behalf of the Board of Directors CA E.A. Patil Partner Membership No: Alok Pathak Director & CEO Dr. Ramesh Subramaniam Managing Director Date: 23rd May, 203 Place: Navi Mumbai Rohan Naik Company Secretary Annual Report FY

19 Cash Flow Statement 3 March, March, 202 Cash flow from operating activities (Loss)/Profit before taxation 3,874,526,004,808 Adjuments: Depreciation Amortisaton of Goodwill ESOP compensation co Liability written back Dividend income Foreign exchange gain Unrealised foreign exchange gain Unrealised foreign exchange loss Intere income Intere expense Loans and advances written off Profit on sale of assets Sundry balances written off Reserves Sundry debtors written off Operating cash flows before working capital changes 7,438,744 43,256, ,473 2,795,569 (2,26,322) (57,657,46) 3,44,02 (4,756,38) 47,208,299,303,440,842,660 4,42,074 7,02,856 25,268,9 4,48,886,362,408 (0,830,72) (88,935) (55,072,398) (7,56,8) 55,50, ,958 (367,52) 90,725 3,487,768 27,349,9 (Increase)/Decrease in sundry debtors (Increase)/Decrease in Shortterm loans and advances (Increase)/Decrease in other current asset (Decrease)/Increase in sundry creditors (Decrease)/Increase in short term borrowings (Decrease)/Increase in other current liabilities (Decrease)/Increase in short term provision (Decrease)/Increase in provisions for retirement benefits Cash generated from (used in) operations (47,864,584) (8,25,84) 374,578 (49,278,465) (76,573,93) 2,448,03 (3,4,943) 260,453 (25,248,839) (52,735,24) 29,853,68 (,262,948) 56,640,237 (69,773,24) 3,55,332 (3,20,999) (09,578,870) Income taxes paid (including fringe benefit tax) (,34,003) Annual Report FY

20 Cash Flow Statement 3 March, March, 202 Net cash provided by (used in) operating activities (A) (25,248,839) (0,99,872) Cash flows from inveing activities Purchase of fixed assets Sale of fixed assets Intere income Purchase of invements in subsidiaries Loan to subsidiaries (net) Dividend received Net cash from (used in) inveing activities (B) (664,353) (4,756,38) (223,429,520) 53,342 (28,824,392) (2,929,00) 758,00 7,56,8 (22,35,000) (,329,824) 88,935 (8,246,706) Cash flows from financing activities Issue of equity shares Share application money received Share application money repaid Intere paid Unsecured loan (net) from Subsidiaries Unsecured loans proceeds from others Net cash from (used in) financing activities (C) 0,554,560 (500,000) (47,208,299) 2,667,365 55,44,557 2,955,83 82,277, ,000 (55,50,654) 2,033,59 74,279,482 03,939,649 Net decrease in cash and cash equivalents during the year (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (32,8,047) 64,606,45 32,488,404 (25,226,930) 89,833,382 64,606,45 Annual Report FY

21 Cash Flow Statement Notes to the Cash flow atement Cash and cash equivalents consi of cash on hand and balances with banks. Cash and cash equivalents included in the cash flow atements comprise the following balance sheet amounts. 3 March, March, 202 Cash in hand Balance with banks: Current accounts Deposit accounts Deposit accounts held as margin money for loan facilities provided by banks 366,40 2,96,83 29,925,6 32,488,402 29,925,6 83,60,02,805 63,420,037 64,606,45 62,749,932 The accompanying notes form an integral part of this cash flow atement. For M/s. E.A. Patil & Associates Chartered Accountants Firm Regiration No. 737W For and on behalf of the Board of Directors CA E.A. Patil Partner Membership No: Alok Pathak Director & CEO Dr. Ramesh Subramaniam Managing Director Date: 23rd May, 203 Place: Navi Mumbai Rohan Naik Company Secretary Annual Report FY

22 . Background ('Idhasoft' or 'the Company') was incorporated on 2 December, 2006 in India, under the Companies Act, 956 as a private limited company in the name of Idha Software Consultancy Private Limited. On 5th October, 2007, the Company changed its name to Idhasoft Private Limited and on th March, 2008 converted into public limited company. Consequent upon conversion to public limited company, the Company changed its name to. Idhasoft is primarily engaged in the business of software technology services and IT enabled services and sale of software licenses. Company provides multiple service offerings to its clients across various induries comprising retail, manufacturing, telecommunications, healthcare and services and technology service in areas like Oracle, SAP and other application areas. The various service offerings comprise business process reengineering, syem integration, third party product development, quality assurance, remote application management and project management. Idhasoft provides backoffice support services to its subsidiaries for rendering IT enabled services. Company primarily operates in United States of America with its 7 subsidiaries (including its epdown subsidiaries) which are engaged in the business of rendering IT and IT enabled services. 2. Significant accounting policies 2. Basis of preparation of financial atements The accompanying financial atements have been prepared in compliance with the requirements of the Companies Act, 956, and Generally Accepted Accounting Principles ('GAAP') in India, under the hiorical co convention. GAAP comprises mandatory accounting andards as specified in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with National Advisory Committee on Accounting Standards ('NACAS') and relevant provisions of Companies Act, 956, to the extent applicable. The preparation of the financial atements in accordance with generally accepted accounting principles requires that management makes eimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities as of the date of financial atements and the reported amounts of revenue and expenses during the reporting period. Management believes that the eimates used in the preparation of financial atements are prudent and reasonable. Actual results could differ from these eimates. Any revision to accounting eimates is recognised prospectively in the current and future periods. 2.2 Fixed assets and depreciation Tangible assets Fixed assets are ated at co less accumulated depreciation. Co includes inward freight, duties, taxes and incidental expenses related to acquisition and inallation of the asset. Depreciation provided on Straight Line Method ('SLM') is based on the eimated useful lives of the assets as determined by the management. For additions and disposals, depreciation is provided prorata for the period of use. Asset The rates of depreciation based on the eimated useful lives of fixed assets are higher than those prescribed under Schedule XIV to the Companies Act, 956. The useful lives of fixed assets are ated below: Computers & other service equipments Furniture and fixtures Office equipments Vehicles Intangible assets Useful life" 3 Years 5 Years 25 Years 5 Years Intangible assets are amortized over their respective individual eimated useful lives on a raight line basis. Intangible assets comprise software Intellectual Property Rights ( IPR ) and goodwill on amalgamation and being amortized over a period of 5 years. The eimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the ability of the indury, and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. 2.3 Impairment of assets The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exis, the Company eimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs, is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the profit and loss account. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exis, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable hiorical co. Annual Report FY

23 2.4 Leases In accordance with Accounting Standard 9 Accounting for leases (AS9), lease arrangements, where the risks and rewards incidental to ownership of an asset subantially ves with the lessor, are recognised as operating leases. Lease payments under operating lease are recognised as an expense in the profit and loss account. 2.5 Revenue and co recognition The Company derives its revenues primarily from software technology and IT enabled services. Revenue from timeandmaterial contracts is recognised as related services are rendered. Revenue from fixed price maintenance contracts is recognised ratably over the term of maintenance. Revenue from fixedprice development contract is recognised on a percentage of completion basis, measured by the percentage of cos incurred todate to eimated total cos for each contract. This method is used because management considers cos to be the be available measure of progress on these contracts. In case of sale of software, revenue is recognised when right to use the software is transferred to the cuomer and there are no continuing obligations on the part of the Company to provide specified, unspecified or free upgrades and there are no continuing obligation to provide free maintenance or service support. The asset Unbilled revenue, represents revenues recognised in excess of amounts billed. These amounts are billed after the mileones specified in the agreement are achieved and the cuomer acceptance for the same is received. Dividend income is recognised when the Company's right to receive dividend is eablished. Intere income is recognised on the time proportion basis. 2.6 Employee retirement and other benefits Defined Contribution Plans : Contributions to defined contribution retirement benefit schemes are recognised as an expense in the profit and loss account during the period in which the employee renders the related service, e.g. Provident fund. Defined Benefit Plans : Gratuity and leave encashment schemes are defined benefits. The present value of the obligation under such defined benefit plans is determined based on actuarial valuation carried out by an independent actuary at the balance sheet date using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the eimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date. Actuarial gains and losses are recognised immediately in the Profit and loss account. 2.7 Foreign currency transactions India Operations Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Foreign currency denominated monetary assets and monetary liabilities at the year end are translated at the yearend exchange rate. Exchange rate differences resulting from foreign exchange transactions settled during the year, including yearend translation of monetary assets and liabilities are recognised in the profit and loss account. Foreign branch office operations Income and expenditure are translated into the reporting currency at the average exchange rates during the year. Foreign currency denominated monetary assets and monetary liabilities at balance sheet date are translated at exchange rates prevailing on the date of the balance sheet. Fixed assets are translated at exchange rates on the date of the transaction and depreciation on fixed assets is translated at the exchange rates used for translation of the underlying fixed assets. Net exchange difference resulting from translation of item, in the financial atements of the foreign branch is recognised in the profit and loss account. 2.8 Invements Longterm invements are ated at co, and provision for diminution is made when, in the management's opinion, there is a decline, other than temporary, in the carrying value of such invements. Current invements are carried at lower of co and fair value. 2.9 Taxation Income tax expense comprises current tax expense and deferred tax expense or credit computed in accordance with the relevant provisions of the Income Tax Act, 96. Provision for current taxes is recognised under the taxes payable method based on the eimated tax liability computed after taking credit for allowances and exemptions in accordance with the Income tax Act, 96. Deferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that result between the profits offered for income taxes and the profits as per the financial atements of the Company. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that have been enacted or subantively enacted by the balance sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the period that includes the enactment rate. Deferred tax assets in respect of carry forward losses are recognised only to the extent that there is virtual certainty that sufficient future taxable income will Annual Report FY

24 be available again which such deferred tax asset can be realised. Other deferred tax assets are recognised only if there is a reasonable certainty that sufficient future taxable income will be available again which such deferred tax assets can be realised. Deferred tax assets are reviewed as at each balance sheet date and written down or writtenup to reflect the amount that is reasonably / virtually certain (as the case may be) to be realised. Minimum Alternate Tax ('MAT') paid in accordance with the tax laws, which gives rise to future economic benefits in the form of adjument of future income tax liability, is considered as an asset if there is convincing evidence that the company will pay normal tax after tax holiday period. Accordingly, it is recognised as an asset in the balance sheet when it is probable the future economic benefit associated with it flow to the Company and the asset can be measured reliably. One of the Company's undertaking is eligible for a tax holiday as a Special Economic Zone unit commencing from 200 onwards in respect of 00% of the export profits for a period of 5 years, 50% of such profits for next 5 years and 50% of the profits for further period of 5 years subject to satisfaction of certain capital invements requirements. In this regard, the Company recognises deferred taxes in respect of those originating timing differences, which reverse after the tax holiday year resulting in tax consequences. Timing differences, which originate and reverse within the tax holiday year do not result in tax consequence and therefore no deferred taxes are recognised in respect of the same. For this purpose, the timing differences, which originate fir are considered to reverse fir. Provision for US Branch tax has been provisionally reviewed by US CPA. The company is in process of filing for extension for filing income tax return with no tax dues. 2.0 Earnings per share The basic earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity shares outanding during the year. Diluted earnings per share is computed using the weighted average number of equity shares and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjued for the proceeds receivable, had the shares been actually issued at fair value. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. 2. Provisions and contingent liabilities The Company creates a provision when there is present obligation as a result of a pa event that probably requires an outflow of resources and a reliable eimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Provisions are reviewed at each balance sheet date and adjued to reflect the current be eimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed. Contingent assets are not recognised in the financial atements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs. Loss contingencies arising from claims, litigations, assessment, fines penalties etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably eimated. 2.2 Employee ock options The Company determines the compensation co based on intrinsic value method. The compensation co is amortised on a raight line basis over the veing period. Annual Report FY

25 3. Share capital 3 March, March, 202 Authorised,24,999,950 (202 :,24,999,950) equity Shares of Re. each Issued, subscribed and paid up,052,062,499 (202: 906,544,304) equity shares of Re. each fully subscribed and paidup 47,800,000 (202: 9,763,636) partly paid equity shares of face value Re. each (Re.0.0 each paidup)*,24,999,950,24,999,950,052,062, ,000,052,540,499,24,999,950,24,999, ,544,304 97, ,46,940 Entire number of partly paid shares called on 0th December, 2007, are yet to be paid, since call due date extended to 30th June, 204. Reconciliation atement of the number of shares outanding at the beginning and at the end of the reporting period. As at 3 March, 203 As at 3 March, 202 No. of Shares Amount No. of Shares Amount () Equity shares Fully subscribed and paidup : Number of shares at the beginning 906,544, ,544, ,777, ,777,656 Add: Right issue during the year 0,484,48 0,484,48 79,469,306 79,469,306 Shares issued on full payment of partly paidup 43,963,636 43,963,636 2,828,283 2,828,283 Shares issued on conversion of loan into equity** 72,354,534 72,354,534 Shares issued on exercise of employee ock options 70,4 70,4 8,000 8,000 Shares issued on conversion of preference shares into equity shares* 2,06,525 2,06,525 Shares issued on conversion of share warrant into equity shares Number of shares at the end,052,062,499,052,062, ,544, ,544,304 Partly paidup : Number of shares at the beginning 9,763,636 97,636 94,59,99 945,99 Less: Shares issued on full payment of partly paidup (43,963,636) (439,636) (2,828,283) (28,283) Number of shares at the end 47,800, ,000 9,763,636 97,636 Annual Report FY

26 3. Share capital (Continued...) As at 3 March, 203 As at 3 March, 202 No. of Shares Amount No. of Shares Amount (2) 0.0% noncumulative, optionally convertible / redeemable preference shares : Number of shares at the beginning 270,270 49,999,950 Less: Shares issued on conversion of preference shares into equity shares* (270,270) (49,999,950) Number of shares at the end * (202: 270,270) 0.0% noncumulative, optionally convertible / redeemable preference shares held by HDFC Limited, have been converted into 2,06,525 fully paidup equity shares. ** Loan of Rs. Nil (202: Rs.72,354,534) from Prism Informatics Limited have been converted into Nil (202: 72,354,534) equity shares during the year. Details of shareholders holding more than 5 percent shares specifying the number of shares held: Type of shareholding No. of Shares % of Shares No. of Shares % of Shares Equity shareholding: Antleg Cyprus Limited 8,549, % 8,549, % Isoftechnology Ventures Limited 407,849, % 306,864, % Prism Informatics Limited*** 229,28, % 72,354, % Dr. Ramesh Subramaniam 6,03, % 49,995, % Alok Pathak 52,835, % 52,835, % *** Associate enterprises on account of its percentage shareholding in the Company. 4. Reserves and surplus 3 March, March, 202 Stock options outanding Balance brought forward Additions during the year Transfer to share premium on account of exercise of options Transfer to general reserve in respect of veed options expired unexercised 24,3,69 366,473 (25,040) (9,68,504) 5,304,620 25,05,499,362,408 (36,000) (2,46,26) 24,3,69 Annual Report FY

27 4. Reserves and surplus (Continued...) 3 March, March, 202 Capital reserve Balance brought forward Additions during the year Reduction during the year General reserve Balance brought forward Additions during the year Reduction during the year Share premium Balance brought forward Share premium received on issue of equity shares Transfer from ock options outanding on account of exercise of options Share premium utilized in connection with shares issued 636,903, ,903,486 3,346,26,0,64 4,357,380,558,50,842 25,040,558,75, ,903, ,903,486,200,000 2,46,26 3,346,26,520,2,420 37,893,422 36,000,558,50,842 Surplus opening balance Foreign exchange fluctuation Add Net profit after tax transferred from atement of profit and loss Amount available for appropriation Surplus closing balance (,43,420,85) (2,226,389) 7,088,400 (,426,558,74) (,426,558,74) 798,83,94 (,424,860,59) (4,397,4) (2,62,453) (,43,420,85) (,43,420,85) 79,2, Share application money pending allotment 3 March, March, 202 Share application money+ + Share application money of Rs. 500,000 was refunded till June , ,000 Annual Report FY

28 6. Longterm borrowings Secured Loan from financial initutions* Less: Amount classified as current Unsecured Loan from subsidiaries Loan from others 3 March, ,663,504 27,34,490 60,004,994 3 March, 202 4,672,795 (4,47,324) 255,47 29,996,39 3,70,38 43,706,457 60,004,994 43,96, Longterm provisions 3 March, March, 202 Provision for leave encashment 3,297,487 3,297,487 3,037,034 3,037, Shortterm borrowings 3 March, March, 202 Secured Loan from financial initutions* Cash Credit # Current portion of longterm borrowings Term loans form ICICI Bank ** Unsecured Advances from subsidiaries Loan from others 0,294 72,545,572 2,400,932 94,056,798 4,488,983 2,000,000 6,488,983 7,956,649 4,47,324 96,86, ,235,720 3,627,785 3,627,785 20,545, ,863,505 Annual Report FY

29 Nature of Security * Loan taken from SREI Equipment Finance Private Limited again hypothecation of Computer & other service equipments. Term of repayment * This loan facilities are repayable in equated monthly inallments till March 203. Nature of Security # Cash Credit is secured in the form of pari passu charge by way of hypothecation of Company's land and entire current assets, lien on fixed deposit of Rs. 26,28,748 (inclusive of intere), personal guarantee of two Directors, pari passu charge created on movable assets located at SEZ unit and exclusive charge on Intellectual Property Rights of internally developed software owned as well as assigned by the subsidiary to the Company & created on the land situated at Tamil Nadu & pledge of Rs. 0,000,000 equity shares of Indian promoters of the company. ** Term loans from banks are secured in the form of pari passu charge by way of hypothecation of Company's land and entire current assets, lien on fixed deposit of Rs.3,643,43 (inclusive of intere), personal guarantee of two Directors, pari passu charge created on movable assets located at SEZ unit and exclusive charge on Intellectual Property Rights of internally developed software owned as well as assigned by the subsidiary to the Company & created on the land situated at Tamil Nadu. Term of repayment ** Term loan from ICICI bank has been taken on intere rate as 3 months LIBOR %. Further, principal amount is repayable in 0 equal quarterly inallments after a moratorium of 6 months from the date of fir draw down. Intere would be payable monthly, on the la day of each month. The la quarter of for repayment of inalment is January 203. ** Further, in case of repayment of term loan to ICICI Bank, the Company is defaulted in repayment of principal of Rs. 9,885,25 and intere of Rs.,55,682 till the balance sheet date. These principal and intere have not been paid till the balance sheet date. 9. Trade payables 3 March, March, 202 Trade payables Others: Payables for capital expenditure 69,659,355 36,06,628 05,675,983 2,293,442 20,66,049 4,909,49 0. Other current liabilities Accrued salaries and benefits Salaries and benefits Bonus & incentives Full & Final Payable Other liabilities Advance from cuomers 3 March, 203 4,990,25 3,046,67 4,285,739 3 March, 202 5,653,88 4,37,83 2,235 Annual Report FY

30 0. Other current liabilities (Continued...) Provision for expenses Intere payable Statutory Liabilities Payable Other payables 3 March, 203 3,722,396 2,206,97 6,275,68 44,526,638 3 March, 202 5,265,429 2,225,0 4,55,39 42,078,536. Shortterm provisions Provision for employee benefits: Leave encashment 3 March, ,20 3 March, ,24 Others: Provision for Fringe benefit tax Provision for Income tax 30, ,045,35,246 30,000 3,535,065 4,457,89 Annual Report FY

31 2. Fixed assets Land Freehold Computers and other service equipments Gross block As at April, ,000 82,869,05 Additions 267,07 Impairment Deletions As at 3 March, ,000 83,36,068 As at April, ,76,963 Charge for the year 3,947,008 Impairment Foreign Exchange fluctuation Deletions As at 3 March, ,23,97 Net block as at 3 March, ,000 6,02,097 Net block as as 3 March, ,000 9,692,088 3,882,442 7,762, ,028 Accumulated depreciation and amortization Tangible Assets Office equipments Furniture and fixtures 4,267,470 7,762,665 2,07,027 5,806,695,735,633,52,74 3,752,660 6,959,40 54,8 803,255,865,45,955,970 Vehicles 2,769,304 2,769,304 2,490, ,33 2,733,48 35,823 2,673 Leasehold improvement,780,254,780,254 93,22 360,255,273, , ,033 Intangible Assets Intellectual property Goodwill on amalgamation (Refer note 36) 72,094,430 72,094,430 28,837,772 43,256,658 72,094,430 43,256,658 Total as at 3 Mar, 203 Total as at 3 Mar, 202 9,490,46 9,624, ,045 2,929,00 3,063,847 92,42,9 9,490,46 23,242,026 86,423,056 7,438,743 39,687,077 43,256,658 54,976 (27,555) 2,673,268 83,992,403 23,309,309 8,49,788 68,80,836 68,80,837 Annual Report FY

32 3. Noncurrent Invements Invement in subsidiary companies (Unquoted, at co) 2,52,924 (202: 2,354,630) equity shares of USD 0.0 each fully paid of Idhasoft, Inc., USA Others (Quoted, at co) 54,438 (202: 54,438) equity shares fully paid of Re. each of Prism Informatics Limited, India Other (Unquoted, at co) Total Less: Diminution in value of invements Total 3 March, 203,25,633,728,25,633,728 3,692,47 3,692,47,255,326,99,255,326,99 3 March, 202,028,204,207,028,204,207 3,692,472 3,692,472,03,896,679,03,896,679 Aggregate book value of unquoted invements Aggregate book value of quoted invements Aggregate market value of quoted invements,25,633,728 3,692,472 6,050,466,028,204,207 3,692,472 6,333,407 Refer Note 29 for invements purchased and sold transactions during the year. A. 500,000 Shares of Prism Informatics Limited pledged with Saraswat cooperative bank as a corporate guarantee for the loan taken by Prism Informatics Limited. 4. Longterm loans and advances Unsecured and considered good Loan to subsidiaries* Others : Gratuity Security Deposit 3 March, ,922,0 67,50 5,423,287 55,52,808 3 March, ,845, ,648 9,972,220 56,026,50 * Refer Note 3(a) for debts due from the companies under the same management under Section 370()(B) of the Companies Act, 956. Annual Report FY

33 5. Trade receivables Unsecured Debtors outanding for a period exceeding six months considered good Other debts considered good 3 March, ,23,7 0,646, ,877,804 3 March, ,28,60 43,946,56 664,227,36 Refer Note 32(c) for debts due from the companies under the same management under Section 370()(B) of the Companies Act, Cash and cash equivalents Cash in hand Balances with banks Fixed Deposit with Bank * 3 March, ,40 2,96,83 29,925,6 32,488,402 3 March, ,60,02,805 63,420,037 64,606,452 * Fixed deposits for more than 2 months Fixed deposits aggregating to Rs. 29,925,6 (202: Rs. 62,749,932) under lien with banks for loans availed by the Company. 7. Shortterm loans and advances Unsecured and considered good Taxes paid in advance Service tax receivable Sales tax receivable Advance to subsidiaries * Deposits MAT Receivable VAT Receivable Unbilled revenue Other advances 3 March, 203 9,479,435 3,54,700 35,407 32,354,836 20,809,550,962 7, , ,49,058 3 March, 202 8,762,869 7,5,59 858,92 292,77,828 20,809,550,962 94,243 29,53 2,048 33,029,703 * Refer Note 3(b) for debts due from the companies under the same management under Section 370()(B) of the Companies Act, 956. Annual Report FY

34 8. Other current assets Prepaid expenses 3 March, , ,553 3 March, ,3 942,3 9. Revenue from operations Sale of products Sale of services 3 March, 203 0,606,97 253,339, ,946,77 3 March, ,942, ,73, ,673, 20. Other income Intere income Intere on intercompany loan Sundry balances written off Foreign exchange (loss)/gain, net Dividend income Profit on sale of fixed assets Miscellaneous income 3 March, 203 3,575,228,80,90 2,795,569 6,400,067 6,83,88 75,765,655 3 March, 202 6,86,357,329,824 0,830,72 55,072,398 88, ,52,787,095 75,662, Expenses 3 March, March, 202 Employee benefits expense Salaries, bonus and allowances, including overseas employee expenses Contribution to provident & other funds Expense on employee ock option plan scheme (ESOP) Staff welfare 43,808,56 756, , ,449 45,48,80 20,767,297,97,22,362,408,9,68 25,958,445 Annual Report FY

35 2. Expenses (Continued...) Finance cos Bank Intere Intere on intercompany Loan Intere on other Consultancy Charges Consultancy Charges 3 March, ,295,97 772,658 9,39,724 47,208,299 3 March, ,60,58 852,332 3,687,74 55,50,654 43,29,500 43,29,500 Travelling expenses Travel and conveyance 0,85,490 0,85,490 9,302,39 9,302,39 Rent Rent 7,978,869 7,978,869 26,34,227 26,34,227 Legal and professional fees Legal and professional fees 9,094,776 9,094,776 7,894,00 7,894,00 Electricity Electricity 5,296,63 5,296,63 6,749,40 6,749,40 Office expenses Office expenses Communication expenses Communication expenses Other expenses Advertisement and publicity Loans and advances written off Subscription, regiration and license fee Auditor's remuneration: Statutory audit fees Tax audit fees Other services 5,579,274 5,579,274 4,593,727 4,593,727 26,942,303, ,27,00,000 00, ,000 6,904,567 6,904,567 6,089,843 6,089, , ,958 80,56 900,000 00,000 86,000 Annual Report FY

36 2. Expenses (Continued...) 3 March, March, 202 Printing and ationery Rates and taxes Repairs and maintenance Insurance Bank charges Sundry debtors written off Miscellaneous expenses 342, ,577 4,537, ,07 2,053,795 4,42,074,096,727 6,893, ,604 30,842 2,0, ,96 96,652 3,487,768 34,572 0,229, Taxes a. Provision for tax expense consis of the following: Current taxes India Foreign Deferred tax expense / (credit) India Foreign b. The significant components of deferred tax asset and liability consis of the following: Depreciation India Provision for leave encashment Provision for bouns and incentives Other disallowances Total deferred tax asset Depreciation US Branch Total deferred tax liability 3 March, 203 (3,23,874) (3,23,874) (3,23,874) 5,493,365,363, ,329 7,845,58 69,369 69,369 3 March, , ,962 3,67,262 3,67,262 3,368,224 2,668,046,274,85 684,574 4,27 4,63,706 59,30 59,30 Annual Report FY

37 23. Segmental information In accordance with paragraph 4 of Accounting Standard 7 "Segment Reporting " issued by the ICAI, segmental information will be presented only on the basis of the consolidated financial atements of Idhasoft group. 24. Related party transactions (a) Names of related parties and nature of relationship where control exis Sr No. Category of related parties Subsidiaries including epdown subsidiaries Names. Idhasoft, Inc., USA 2. Codesoft International, Inc., USA 3. Semafor Technologies, LLC, USA 4. Apposite Solutions, Inc., USA 5. Prodilink Solutions Inc, USA 6. Roundbox Media LLC, USA* 7. Idhasoft Global Training Centres, Inc., USA** 8) Roundbox Media S.A., Coa Rica 9) Idha Inc. Canada 0) Idhasoft PTE LTD., Singapore *** 2 Key management personnel. Dr. Ramesh Subramaniam 2. Mr. Alok Pathak 3. Mr. Ranjeev Bhatia 4. Mr. Mohammed Chowdhury 5. Mr. Satrajit Bhattacharya 6. Dr. Thomas Noel Kelly 7. Mr. Saurabh Dani 3 Enterprises owned or significantly influenced by key management personnel ) Polygel Technologies (India) Private Limited 2) Kaizen Management Advisors Pvt. ltd. 3) Secure Matrix India Pvt. Limited 4) Vedic Financial Advisory Services Pvt. Limited 5) Prism Infoglobal Limited 6) Dani Shares and Stock Pvt. Limited 7) Dani Financial Product Pvt. Limited 8) Secure Matrix Global Limited 9) Secure Matrix Solutions Pvt. Limited Annual Report FY

38 24. Related party transactions (Continued...) (a) Names of related parties and nature of relationship where control exis (Continued...) Sr No. Category of related parties Names ) Dani Commodities Pvt. Limited 2) Dani Properties Pvt. Limited 3) Stock & Bond Company 4) Prism Informatics Europe AG 5) Sumits Schweiz Gmbh 6) Sumits Deutschland Gmbh 7) Prism Informatics, Inc. 8) Nexus Syem Resources Co. Limited 9) TLC Technologies, Inc. 20) Prism Informatics Pte. Limited 2) Prism Medical and Pharmacy Private Limited 22) OCM India Limited 23) City Square Wholesale Trading Private Limited 24) India Asset Recovery Management Limited 25) Cynar PLC Limited 26) Saffa Limited 27) Kellysan Learning Limited 28) Kellysan Connect Limited 29) Kellysan Enterprises Limited 4 Parties with subantial intere. Isoftechnology Ventures Limited 2. Antleg Cyprus Limited 3. Prism Informatics Limited 5 Relatives of key management personnel. Seema Pathak * Merged with Idhasoft, Inc. USA on 3 March, 203. ** Merged with Idhasoft, Inc. USA on 3 December, 202 *** Closed on 08th April, 203 Annual Report FY

39 24. Related party transactions (Continued...) (b) Transactions and balances with related parties Nature of the transaction Subsidiaries including ep down subsidiaries Key management personnel Associate Enterprises owned or significantly influenced by key management personnel Parties with subantial intere Transactions during the year ended 3 March Invements purchased 223,429,52 22,35,000 Reimbursement of expenses (Paid) 8,72 7,085 Reimbursement of expenses (Received) 23,53 Loans received,8,87,350, ,365,259 84,683,246 Loans repaid 0,830,72 950,000 50,000 94,23,837 89,73,48 Sales and service income 249,768, ,779,008 Purchase of services,606,30 68,852,46 Remuneration paid 9,600,000 2,600,000 Intere income,80,90,329,824 40,949 Intere expense 772, ,332 6,40,663 8,878,990 Advances given 92,337,35 230,726,939 Advances recovered 60,096, ,004,959 Rent paid 80, ,000 Payment of partly paid up equity shares 2,800,000 Allotment of equity shares (including premium) 84,04,534 Dividend income 88,935 Balance as at 3 March Invements,25,633,728,028,204,207 3,692,472 Debtors 629,47, ,766, ,867 Annual Report FY

40 24. Related party transactions (Continued...) (b) Transactions and balances with related parties Nature of the transaction Subsidiaries including ep down subsidiaries Key management personnel Associate Enterprises owned or significantly influenced by key management personnel Parties with subantial intere Creditors 8,3,200 78,73,63 Loans payable 32,663,504 29,996,39 250,000,200,000 26,283,39,750,83 Loans receivable 49,922,0 45,845,282 Advances payable 5,026,365 4,340,497 Advances recoverable 32,354, ,77,827 Deposit receivable 360,000 Annual Report FY

41 24. Related party transactions (Continued...) Out of the above, transactions with related parties in excess of 0% of the total related party transactions are as under : Sr. No. A Transactions during the year ended 3 March Key management personnel (i) Reimbursement of expenses 8,72 Dr. Ramesh Subramaniam (ii) Loans received Dr. Ramesh Subramaniam,350,000 (iii) Loans repaid Dr. Ramesh Subramaniam 950,000 50,000 (iv) Remuneration Dr. Ramesh Subramaniam 48,00,000 4,800,000 Mr. Alok Pathak 48,00,000 4,800,000 Mr. Mohan Natarajan 3,000,000 (vi) Payment of partly paid up equity shares Dr. Ramesh Subramaniam 2,800,000 B Subsidiaries (i) Sales and service income Apposite Solutions, Inc.,43,48 6,5,547 Prodilink Solutions Inc 225,225,796,85 Codesoft International, Inc. 9,574,726 44,722,088 Idhasoft, Inc. 224,53, ,342,538 Semafor Technologies, LLC 4,384,243,766,600 (ii) Purchases of services Idhasoft, Inc.,606,30 68,852,46 Annual Report FY

42 24. Related party transactions (Continued...) Sr. No. (iii) Transactions during the year ended 3 March Invements purchased Idhasoft, Inc. * During the current year, the increase in invement is on account of Remittances as invement into equity 223,429,52 22,35,000 (iv) Intere received Semafor Technologies, LLC Codesoft International, Inc.,78,008 2,902,326,564 3,260 (v) Loans received Idhasoft, Inc.,8,87 (vi) Loans repaid Codesoft International, Inc. Aware Technologies, Inc. Idhasoft, Inc. Georgia (includes Rs. Nil, 200 : 9,340,065 reclassification to advances) DCB and Company Inc., Cavaya, Inc. (This includes amount of Rs.,474 transferred to Intech Software solutions during the year due to merger) Influx Info Solutions, Inc. Brevadum LLC (Current year's figure represent amount transferred to Intech Software Solutions, Inc. during the year due to merger) Bizshore Inc. (Current year's figure represent amount transferred to Intech Software solutions during the year due to merger) Naek Solutions Private Limited (Current year's figure represent balance traferred to Prism Informatics Limited due to assignment of loan) Idhasoft, Inc. Intech Software Solutions, Inc. (represent amount transferred to Idhasoft, Inc. during the year due to merger) DCB & Company Inc., USA inclueds loan of 203:Nil, (202: Rs. 0,830,72) written off during the year 0,830,72 Annual Report FY

43 24. Related party transactions (Continued...) Sr. No. (vii) Transactions during the year ended 3 March Intere expense KI Solutions, LLC. Idhasoft, Inc Cavaya, Inc. 772, ,332 6,405,505 (viii) Advances given Idhasoft, Inc. Intech Software Solutions, Inc. Idhasoft Global Training Centres, Inc. Roundbox Media LLC Cavaya, Inc. Idhasoft, Inc., Georgia Prism Informatics Limited. 92,337,35 230,72,680 4,259 (ix) Advances recovered Idhasoft, Inc., Georgia Idhasoft, Inc. 60,096, ,004,959 C (i) Enterprises owned or significantly influenced by key management personnel or their relatives Loans Received Prism Informatics Limited 303,365,259 84,683,246 (ii) Loans Repaid Prism Informatics Limited* *It includes conversion of loan of Rs. 43,963,635 (202: Rs. 72,354,543) into equity shares of Rs. 43,963,635 (202: Rs. 72,354,543) of the Company. 94,23,837 89,73,48 (iii) Intere Expense Prism Informatics Limited 6,40,663 8,878,990 Annual Report FY

44 24. Related party transactions (Continued...) Sr. No. Transactions during the year ended 3 March (iv) Dividend Income Prism Informatics Limited 88,935 (v) Intere Income Prism Informatics Limited 40,949 D (i) Parties with subantial intere Allotment of equity shares (including premium) Prism Informatics Limited** **It includes conversion of loan of Rs. 43,963,635 (202: Rs. 72,354,543) into equity shares of Rs. 43,963,635 (202: Rs. 72,354,534) of the Company. 43,963,635 84,04,534 (ii) Reimbursement of expenses (Paid) Prism Informatics Limited 7, Reimbursement of expenses (Received) Prism Informatics Limited 23,53.00 (iii) Deposit given Seema Pathak (iv) Advances given Seema Pathak (v) Advances recovered Seema Pathak (vi) Rent paid Seema Pathak 80, ,000 Annual Report FY

45 24. Related party transactions (Continued...) Sr. No. (i) Balance as at year ended 3 March Invements Idhasoft, Inc. Enterprises owned or significantly influenced by key management personnel or their relatives Prism Informatics Limited,25,633,728 3,692,472,028,204,207 3,692,472 (ii) Debtors Apposite Solutions, Inc. Codesoft International, Inc. Semafor Technologies, LLC Idhasoft, Inc. Enterprises owned or significantly influenced by key management personnel or their relatives Prism Informatics Limited 20,75,00 29,57,532 35,542,70 443,733,73 629,47,885 20,26,86,878,552 32,364, ,26,25 652,766, ,867 (iii) Creditors Idhasoft, Inc. Prodilink Solutions Inc 8,3,200 78,73,63 (iv) Loans receivable Codesoft International, Inc. Idhasoft, Inc. Semafor Technologies, LLC 22,660 49,799,35 2,643 45,732,639 (v) Loans payable Idhasoft, Inc. Dr. Ramesh Subramaniam Enterprises owned or significantly influenced by key management personnel or their relatives Prism Informatics Limited * * (During the year loan of Rs.43,963,635 (202: Rs. 72,354,543) converted into equity) 32,663, ,000 26,283,39 29,996,39,200,000,750,83 Annual Report FY

46 24. Related party transactions (Continued...) Sr. No. Balance as at year ended 3 March (vi) Advances payable Prodilink Solutions Inc Codesoft International, Inc. 537,382 4,488,983 72,72 3,627,785 (vii) Advances receivable Idhasoft, Inc. Roundbox Media LLC Semafor Technologies, LLC Idhasoft Global Training Centres, Inc. 30,52,22,202,65 250,932,96 30,693,900 0,536,752 4,259 (viii) Deposits Receivable Seema Pathak 360, Reconciliation of basic and diluted shares used in computing earnings per share Number of shares considered as basic weighted average shares outanding Add: Effect of dilutive issues of ock options/warrants/preference shares Number of shares considered as weighted average shares and potential shares outanding 3 March, ,62,082,04, ,653, March, ,974, ,974, Leases The Company has operating lease agreements, primarily for leasing office space and residential premises for its employees. Mo of the lease agreements provide for cancellation by either party with a notice period ranging from 30 days to 80 days and also contain a clause for renewal of the lease agreement at the option of the Company. Rent expense for all operating leases for the year ended 3 March, 203 aggregated to Rs. 7,978,869 (202: Rs. 26,34,227). The future minimum lease payments in respect of noncancellable operating leases as at the year end are as follows : Particulas Amount due within one year from the balance sheet date Amount due in the period between one year and five years Later than five years 3 March, 203 2,844,060 5,499,020 24,255,26 3 March, 202 7,052,330 32,55,85 Annual Report FY

47 27. Capital commitments and contingent liabilities 3 March, March, 202 Corporate guarantee given on behalf of subsidiary company Corporate guarantee given to others Guarantee given by bank on behalf of the Company Foreign currency forward contract 50,000,000 50,000,000 The eimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances) is Rs. Nil (202: Rs. Nil). Foreign currency forward contracts and forward currency options represents the total notional value of such contracts outanding as at the balance sheet date. 28. Amounts due to micro, small and medium enterprises Based on the information and records available with the Company, there are no dues outanding as at 3 March, 203 (202: Rs. Nil), in respect of micro enterprises and small enterprises as defined under Micro, Small and Medium Enterprises Development Act, There have been no delays in settlement of dues to such vendors, warranting any payment of intere as provided in the above Act (202 : Rs. Nil). 29. Summary of invements purchased and sold during the year a. Invements purchased during the year ended 3 March, Units Co of purchase Units Co of purchase Invement in subsidiaries Additional invements in equity shares of USD 0.0 each fully paid of Idhasoft, Inc. 67, ,429,52 9,992 22,35,000 Total 67, ,429,52 9,992 22,35, Employee ock compensation plans During the year ended 3 March, 2008, the Company had introduced ock option plans for its employees under ESOP Plan I and ESOP Plan II. Employees covered by the Plan are granted an option, which may be based on service and performance criteria, to purchase shares of the Company subject to the requirements of veing. A compensation committee conituted by the Board of directors of the Company adminiers the plan. The exercise price for the grants offered to employees is at face value of the share. Annual Report FY

48 30. Employee ock compensation plans (Continued...) Stock options activity under ESOP Plan I and ESOP Plan II is as follows*: Year ended 3 March, 203 ESOP Plan I ESOP Plan II Shares arising out of options Range of exercise prices Shares arising out of options Range of exercise prices Outanding at the beginning of the year 2,005, ,000 Granted during the year 85,64 Forfeited during the year 620,000 30,000 Exercised during the year 70,4 Outanding at the end of the year,400, ,000 Year ended 3 March, 202 ESOP Plan I ESOP Plan II Shares arising out of options Range of exercise prices Shares arising out of options Range of exercise prices Outanding at the beginning of the year 2,62, ,80 Granted during the year 275,000 Forfeited during the year 608, ,80 Exercised during the year 8,000 Outanding at the end of the year 2,005, ,000 * Includes ock options granted to employees of subsidiary companies Idhasoft uses the intrinsic value method of accounting for its employee ock options. Idhasoft has therefore adopted the proforma disclosure provisions as required by the Guidance Note on "Accounting for Employee Sharebased payments" issued by the ICAI with effect from April, Had the compensation co been determined in a manner consient with the fair value approach described in the aforesaid Guidance Note, Idhasoft's net profit and EPS as reported would have been adjued to the proforma amounts indicated below: 3 March, March, 202 (Loss)/Profit for the year after taxation as reported Add: Stock based employee compensation determined under the intrinsic value method Less: Stock based employee compensation determined under the fair value method Proforma (Loss)/profit 7,088, ,472 72,398 7,282,474 (2,62,453),362,408,440,974 (2,24,020) Reported earnings per equity share of Re. each Basic Diluted (0.003) (0.003) Annual Report FY

49 30. Employee ock compensation plans (Continued...) Proforma earnings per equity share of Re. each Basic Diluted 3 March, March, 202 (0.003) (0.003) The fair value of each ock option is eimated on the date of the grant using the BlackScholes option pricing model with the following assumptions for equity linked options: Dividend yield Weighted average dividend yield Expected life Risk free intere rates Volatility Weighted Average Volatility 3 March, 203 0% 0% years 7.25% 8.50% 0% 0% 3 March, 202 0% 0% years 8.50% 0% 0% The compensation expense for ESOP's granted is included under the following captions in the Profit and Loss Account. 3 March, March, 202 Personnel Co 366,472,362, Transactions with companies under the same management a. Loans and advances include loans to companies under same management under section 370()(B) of the Companies Act, 956: 3 March, March, 202 Codesoft International, Inc. Semafor Technologies, LLC 22,660 49,799,35 49,922,0 2,643 45,732,639 45,845,282 Annual Report FY

50 3. Transactions with companies under the same management (Continued...) b. Loans and advances include advances recoverable from companies under same management under Section 370()(B) of the Companies Act, 956: 3 March, March, 202 Semafor Technologies, LLC Idhasoft, Inc. Idhasoft Global Training Centres, Inc. Roundbox Media LLC,202,65 30,52,22 32,354,836 0,536, ,932,96 4,259 30,693, ,77,828 c. Debts due from companies under the same management as defined under Section 370()(B) of the Companies Act, 956: 3 March, March, 202 Apposite Solutions, Inc. Codesoft International, Inc. Idhasoft, Inc. Semafor Technologies, LLC 20,75,00 29,57, ,58,580 35,542,70 567,573,292 20,26,86,878, ,26,25 32,364, ,766, Supplementary atutory information i. Managerial remuneration 3 March, March, 202 Salaries and allowances 9,600,000 9,600,000 0,730,76 0,730,76 (a) Provisions for gratuity and leave encashment in respect of Directors are not included above, as actuarial valuation is carried out for the Company as a whole. (b) Sitting fees paid to nonexecutive director not included above aggregated Rs. Nil (202: Rs. Nil). ii. During the current year, two whole time directors have relinquished their remuneration amounting to Rs. Nil ( 202: Rs. 8,00,000). Value of imported and indigenous software consumables Imported Indigenous Annual Report FY

51 32. Supplementary atutory information (Continued...) iii. Value of imports calculated on C.I.F basis: iv. Expenditure in foreign currency 3 March, March, 202 Payroll co Co of software licenses Selling, general and adminiration cos Intere co Consultancy charges Capital goods,606,30 0,79,592 3,875,47 772,658,606,30 8,040,07 25,722,96 75,393, , ,332 44,237,97 246,907,572 v. Earning in foreign currency 3 March, March, 202 Consultancy, Sales and service income Intere Earned Other Income 33. Gratuity Benefits 349,720,397,80,90 905,908 35,807,25 535,676,378,329,824,828,26 548,834,329 In accordance with the Payment of Gratuity Act, 972, Idhasoft provides for gratuity, a defined retirement plan covering all employees. The plan provides a lump sum payment to veed employees at retirement or termination of employment based on the respective employee's defined portion of la salary and the years of employment with the Company. Idhasoft contributes each year to a gratuity fund based upon actuarial valuations performed by an actuary. The fund is adminiered by Life Insurance Corporation of India for the purpose. Annual Report FY

52 33. Gratuity Benefits (Continued...) Amount to be recognised in Balance Sheet 3 March, March, 202 Present Value of Funded Obligations Fair Value of Plan Assets Unrecognised pa service co Net (Asset)/ Liability Amounts recognised in Balance Sheet Net (Asset)/ Liability 4,060,670 (4,086,89) 4,289 (67,50) (67,50) 5,267,895 (5,27,476) (349,067) (208,648) (208,648) Expense recognised in Statement of Profit and Loss Account 3 March, March, 202 Current Service Co Intere on Defined Benefit Obligations Expected Return on Plan Assets Net Actuarial Losses / (Gains) recognised in the Year Pa Service Co Total Included in "Employee Benefit Expense",267, ,495 (362,298) (,540,59) 207,778 66,069 2,087,84 520,395 (404,043) (,803,224) 207, ,747 Reconciliation of opening and closing balances of the present value of the defined benefit obligation: 3 March, March, 202 Change in Defined Benefit Obligation Opening Defined Benefit Obligation Current Service Co Intere Co Actuarial Losses/(Gain) Closing Defined Benefit Obligation 5,267,895,267, ,495 (,468,67) 4,060,670 4,480,528 2,087,84 520,395 (,820,869) 5,267,895 Annual Report FY

53 33. Gratuity Benefits (Continued...) Change in Fair Value of Assets Opening Fair Value of Plan Assets Expected Return on Plan Assets Actuarial Gain /(Losses) Contributions by Employer Benefits Paid Closing Fair Value of Plan Assets Expected Employer's Contribution Next Year 3 March, 203 5,27, ,298 7,488 24,93 (,499,302) 4,086,89,000,000 3 March, 202 4,74, ,043 (7,645) 5,27,476,000,000 Financial Assumptions at the valuation Date 3 March, March, 202 Discount Rate (p.a.) Expected Rate of Return on Assets (p.a.) Salary Increase Rate (p.a.) 7.95% 7.50% 7.00% 8.60% 7.50% 7.00% Composition of plan assets : Type of shareholding No. of Shares % of Shares No. of Shares % of Shares Life Insurance Corporation Of India 4,086,89 00% 5,27,476 00% Total 4,086,89 00% 5,27,476 00% Experience Adjument Net asset / (liability) recognised in Balance sheet (including experience adjument entry) For the year ended 3Mar3 For the year ended 3Mar2 For the year ended 3Mar For the year ended 3Mar0 For the year ended 3Mar09 Defined Benefit Obligation 4,060,670 5,267,895 4,480,528 3,30,587 2,32,98 Plan Assets 4,086,89 5,27,476 4,74,078 2,828,928,520,92 Surplus / (Deficit) 26,22 (40,49) 260,550 (472,659) (792,726) Annual Report FY

54 34. Prior year comparatives Previous year figures have been reclassified to conform to the current year's presentations. For M/s. E.A. Patil & Associates Chartered Accountants Firm Regiration No. 737W For and on behalf of the Board of Directors CA E.A. Patil Partner Membership No: Alok Pathak Director & CEO Dr. Ramesh Subramaniam Managing Director Date: 23rd May, 203 Place: Navi Mumbai Rohan Naik Company Secretary Annual Report FY

55 Notice NOTICE is hereby given that the Seventh Annual General Meeting of the Company will be held on 27th September, 203 at 4:00 PM (IST) at the Regiered Office of the Company located at B407, BSEL Tech Park, Sector30A, Vashi, Navi Mumbai to transact the following business: ORDINARY BUSINESS. To receive, consider and adopt audited Profit & Loss Account for the year ended 3 March, 203 and the Balance Sheet as at that date, together with the Report of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Ranjeev Bhatia who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint a Director in place of Dr. Thomas Noel Kelly who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint Auditors and fix their remuneration. SPECIAL BUSINESS 5. To consider and if thought fit to pass with or without modification the following resolution as SPECIAL RESOLUTION: RESOLVED THAT pursuant to Section 3 () and other applicable provisions of the Companies Act, 956 (including any atutory modification or reenactment thereof for the time being in force), if any, Shareholders Agreement dated 3 July, 2008 executed between the Company, Promoters of the Company, HDFC and Isoftechnology Ventures Limited forming part of the Articles of Association of the Company be and is hereby amended and/or altered in the manner and to the extent as is set out herein below: Present clause 2. of section 2 may be subituted by new clause read as Alok Pathak currently holds 47,800,000 partly paid Ordinary Shares. Alok Pathak ( Obligor Promoter ) covenant to Arcapita to pay the balance paid up equity due on their Ordinary Shares by 30th June, 204 ( Payment Obligation ) in the said agreement RESOLVED FURTHER THAT the words ( Obligor Promoters ) may be subituted for words ( Obligor Promoter ) appearing at 2.2, 2.4, 2.6 and 2.7 RESOLVED FURTHER THAT the words 30th June, 204 may be subituted for the words 30th June, 203 appearing at, 2.3 and 2.7 RESOLVED FURTHER THAT Dr. Ramesh Subramaniam, Managing Director, Mr. Alok Pathak, Chief Executive Officer and Director of the Company, Mr. Rohan Naik, Company Secretary and Compliance Officer of the Company, be and are hereby jointly and severally authorized to take necessary eps as may be required to give effect to the resolution. 6. To consider and if thought fit to pass with or without modification the following resolution as SPECIAL RESOLUTION. RESOLVED THAT pursuant to Section 34 and other applicable provisions, if any, of the Companies Act, 956 or any other law for the time being in force, the consent of the Company be and is hereby accorded to Mr. Alok Pathak, presently Director and CEO of the Company, to hold office as Global CEO with Idhasoft, Inc., USA (a wholly owned subsidiary company of ), with effect from 2th Augu, 203, at such remuneration (inclusive of salary and allowances.) which presently shall be USD 60,000 or equivalent amount in any other currency and on such other terms and conditions including perquisites incentives, bonus, retirement benefits, Social security etc, as may be decided by Idhasoft, Inc., USA RESOLVED FURTHER THAT Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreement, documents, inruments and writings as may be required, with power to settle all queions, difficulties or doubts that may arise in regard to the said appointment as it may in its sole discretion deem fit and to delegate all or any powers herein conferred to any committee of directors and /or director(s) and /or officer( s) of the Company, to give effect to this resolution. 7. To consider and if thought fit to pass with or without modification the following resolution as SPECIAL RESOLUTION. RESOLVED THAT pursuant to Section 34 and other applicable provisions, if any, of the Companies Act, 956 or any other law for the time being in force, the consent of the Company be and is hereby accorded to Ms. Shilpi Pathak, daughter of Mr. Alok Pathak, Director and CEO of the Company, to hold office, presently as Senior Manager Financial Analy & Treasury Management, with Idhasoft, Inc., USA (a wholly owned subsidiary company of Idhasoft Limited) or such other designation as may be decided by Idhasoft, Inc. from time to time, at any time on or after 27th September, 203, at such remuneration(inclusive of salary and allowances), and on such other terms and conditions (including perquisites incentives, bonuses, social Security benefits etc), as may be decided by Idhasoft, Inc., USA, RESOLVED FURTHER THAT Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreement, documents, inruments and writings as may be required, with power to settle all queions, difficulties or doubts that may arise in regard to the said appointment as it may in its sole discretion deem fit and to delegate all or any powers herein conferred to any Annual Report FY

56 Notice committee of directors and /or director(s) and /or officer(s) of the Company, to give effect to this resolution. 8. To consider and if thought fit to pass with or without modification the following resolution as an ORDINARY RESOLUTION: RESOLVED THAT Mr. Saurabh Dani who was appointed as additional Director by the Board of Directors of the Company on 7th February, 203 and in respect of whom, the Company has received Notice in writing under Section 257 of the Companies Act, 956 from a member signifying his intention to propose him as a candidate for the office of a Director of the company, be and is hereby appointed as a Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreement, documents, inruments and writings as may be required, with power to settle all queions, difficulties or doubts that may arise in regard to the said appointment as it may in its sole discretion deem fit and to delegate all or any powers herein conferred to any committee of directors and /or director(s) and /or officer( s) of the Company, to give effect to this resolution. 9. To consider and if thought fit to pass with or without modification the following resolution as an ORDINARY RESOLUTION: RESOLVED THAT Mr. V. Chandrashekar who was appointed as additional Director by the Board of Directors of Company on 28th June, 203 and in respect of whom, the Company has received Notice in writing under Section 257 of the Companies Act, 956 from a member signifying his intention to propose him as a candidate for the office of a Director of the company, be and is hereby appointed as a Director of Company liable to retire by rotation. RESOLVED FURTHER THAT Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreement, documents, inruments and writings as may be required, with power to settle all queions, difficulties or doubts that may arise in regard to the said appointment as it may in its sole discretion deem fit and to delegate all or any powers herein conferred to any committee of directors and /or director(s) and /or officer( s) of Company, to give effect to this resolution. 0. To consider and if thought fit to pass with or without modification the following resolution as an ORDINARY RESOLUTION: RESOLVED THAT Mr. Murali Anantharaman who was appointed as additional Director by the Board of Directors of Company on 28th June, 203 and in respect of whom, Company has received Notice in writing under Section 257 of the Companies Act, 956 from a member signifying his intention to propose him as a candidate for the office of a Director of Company, be and is hereby appointed as a Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT Board be and is hereby authorised to do all such acts, deeds, matters and things and execute all such agreement, documents, inruments and writings as may be required, with power to settle all queions, difficulties or doubts that may arise in regard to the said appointment as it may in its sole discretion deem fit and to delegate all or any powers herein conferred to any committee of directors and /or director(s) and /or officer(s) of Company, to give effect to this resolution. Date: 8th July, 203 Place: Navi Mumbai NOTES: By Order of the Board of Directors For IDHASOFT LIMITED SD/ Dr. Ramesh Subramaniam Managing Director. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote inead of himself and that the proxy need not be a member. 2. The proxy forms should be lodged with the Company at its Regiered Office of the Company at lea 48 hours before the time of the meeting. 3. An explanatory atement required for special business is mentioned below. Annual Report FY

57 Notice EXPLANATORY STATEMENT FOR SPECIAL BUSINESSES PURSUANT TO SECTION 73(2) OF THE COMPANIES ACT, 956: Item 5 Shareholders Agreement dated 3 July, 2008 between the Company, Isoftechnology Ventures Ltd, Housing Development Finance Corporation Limited, Dr. Ramesh Subramaniam, Mr. Alok Pathak, Mr. James Henry Napier Gibson and Antleg Cyprus Limited has been, as a condition of the said agreement, incorporated in the Articles of Association. By a letter dated 23rd May, 203, Company sought certain modification to the said agreement which was accepted by the other parties to the agreement. Hence it is proposed to amend the Articles of Association of the Company. The Board recommends the resolution to the members for their approval. Dr. Ramesh Subramaniam, Managing Director and Mr. Alok Pathak, Director and Chief Executive Officer of the Company being parties to agreement may be deemed to be concerned or intereed in the resolution. None of the other directors are in any way concerned or intereed in the said resolution. Item 6 Board of Director in its Board Meeting held on 8th July, 203, had passed a resolution approving appointment of Mr. Alok Pathak to hold office as Global CEO with Idhasoft, Inc., a wholly Owned Subsidiary of Company, pursuant to the provisions of Section 34 and other applicable provisions, if any, of the Companies Act, 956 or any other law for the time being in force. Since Mr. Alok Pathak is presently occupies the position of Director with, which is holding Company of Idhasoft, Inc., his appointment needs to be approved by members, by passing special resolution in general meeting pursuant to the provisions of Section 34 of the Companies Act 956. Mr. Alok Pathak shall be appointed at such remuneration which presently shall be USD, 60,000 or equivalent amount in any other currency and on such other terms and conditions (inclusive of perquisites, incentives, bonuses, retirement benefits, facilities, social security etc.), as may be decided by Idhasoft Inc. Your Directors recommend the Special resolution as set out in the Notice for your approval. No Director of the company is concerned or intereed in the resolution except Mr. Alok Pathak. Item 7 Idhasoft Inc has proposed to appoint Ms. Shilpi Pathak as its employee to hold the office presently, as Senior Manager Financial Analy & Treasury Management or such other designation as may be decided by Idhasoft, Inc., Since Ms. Shilpi Pathak is a daughter of Mr. Alok Pathak, presently Director of, which is holding Company of Idhasoft Inc, her appointment requires approval of the members by way of special resolution in general meeting pursuant to the provisions of Section 34 of the Companies Act, 956. The terms of Annual Report FY 2023 appointment shall be such as may be decided by Idhasoft Inc. Your Directors recommend the Special resolution as set out in the Notice for your approval. No Director of the company is concerned or intereed in the resolution except Mr. Alok Pathak Item 8 The Board of Directors of the Company at its meeting held on February 7th, 203 appointed Mr. Saurabh Dani as Additional Director on Board of Company. As required by Section 257 of the Act, a notice has been received from a member signifying his intention to propose his appointment as a Director at the ensuing Annual General Meeting, liable to retire by rotation. The Board considers it desirable that the Company should continue to avail itself of his services. Your Directors recommend the ordinary resolution as set out in the Notice for your approval. No Director of the company is concerned or intereed in the resolution except Mr. Saurabh Dani Item 9 The Board of Directors of the Company by circular resolution dated 28th June, 203 appointed Mr. V. Chandrashekar as Additional Director on Board of Company. As required by Section 257 of the Act, a notice has been received from a member signifying his intention to propose his appointment as a Director at the ensuing Annual General Meeting, liable to retire by rotation. The Board considers it desirable that the Company should continue to avail itself of his services. Your Directors recommend the ordinary resolution as set out in the Notice for your approval. No Director of the company is concerned or intereed in the resolution except Mr. V. Chandrashekar Item 0 The Board of Directors of the Company by circular resolution dated 28th June, 203 appointed Mr. Murali Anantharaman as Additional Director on Board of Company. As required by Section 257 of the Act, a notice has been received from a member signifying his intention to propose his appointment as a Director at the ensuing Annual General Meeting, liable to retire by rotation. The Board considers it desirable that the Company should continue to avail itself of his services. Your Directors recommend the ordinary resolution as set out in the Notice for your approval. No Director of the company is concerned or intereed in the resolution except Mr.Murali Anantharaman Date: 8th July, 203 Place: Navi Mumbai By Order of the Board of Directors For IDHASOFT LIMITED SD/ Dr. Ramesh Subramaniam Managing Director 54

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59 #CUT FROM HERE #CUT FROM HERE #CUT FROM HERE Attendance Slip IDHASOFT LIMITED th (Regiered office: B407, BSEL Tech Park, 4 Floor, Opp. Vashi Railway Station, Sector30A,Vashi, Navi Mumbai400703) Name and Address of the Shareholder Please Fill Attendance and Hand Over at the Entrance of the Meeting Venue Regiered Folio No: No. of Share(s) held: I hereby record my presence at the 7th Annual General Meeting of the Company held on Friday, 27th September, 203 at p.m.(ist) at the Regiered Office of the Company at B407, BSEL Tech Park, 4th Floor, Opp. Vashi Railway Station, Sector30A, Vashi, Navi Mumbai Signature of Shareholder or Proxy Annual Report FY

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61 #CUT FROM HERE #CUT FROM HERE #CUT FROM HERE Proxy form IDHASOFT LIMITED th (Regiered office: B407, BSEL Tech Park, 4 Floor, Opp. Vashi Railway Station, Sector30A,Vashi, Navi Mumbai400703) PROXY FORM Regd.Folio No. No. of Shares held I/We being a member/ members of IDHASOFT LIMITED hereby appoint of or failing him/her of as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Friday, the 27th day of September,203 at 04:00 PM(IST) at B407, BSEL Tech Park, 4th Floor, Opp. Vashi Railway Station, Sector30A, Vashi, Navi Mumbai and at any adjournment thereof. Signed this day of 203 Signature Affix Re / Revenue Stamp Notes: The form duly completed and signed mu be deposited at the Regiered office of the company not less than 48 hours before the time for holding the aforesaid meeting. Annual Report FY

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