Orchasp Ltd. இன் கணக்கு குறிப்புகள்

Mar 31, 2025

h. Provisions, Contingent Liabilities,
Commitments and Contingent

Assets:

Provisions are recognised for present obligations of
uncertain timing or amount arising as a result of a past
event where a reliable estimate can be made, and it
is probable that an outflow of resources embodying
economic benefits will be required to settle the
obligation.

Where it is not probable that an outflow of resources
embodying economic benefits will be required or the
amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability and commitments,
unless the probability of outflow of resources
embodying economic benefits is remote. Contingent
assets are not recognised but disclosed in the Financial
Statements when an inflow of economic benefits is
probable.

i. Earnings per Share:

Basic earnings per share is computed using the net
profit/(loss) for the year (without taking impact of OCI)
attributable to the equity shareholders and weighted
average number of shares outstanding during the
year. The weighted average numbers of shares also
include fixed number of equity shares that are issuable
on conversion of compulsorily convertible preference
shares, debentures, or any other instrument, from
the date consideration is received (generally the date
of their issue) of such instruments. The diluted EPS
is calculated on the same basis as basic EPS after
adjusting for the effect of potential dilutive equity
shares unless impact is anti-dilutive.

j. Segment Reporting:

In accordance with the requirement of AS-108 on
Segment reporting, the company has determined
its business segment as Computer Programming
Consultancy and related services. There are no other
primary reportable segments. Thus, the segment
revenue, segment result, total carrying amount of
segment liabilities, total cost incurred to acquire
segment assets, the total amount of charge for
depreciation during the year are all reflected in the
financial statement of the company for the year ended
31st March 2025.

There are no secondary reportable segments
(Geographical Segments).

k. Financial Assets

Initial Recognition and Measurement: All financial
assets are recognized initially at fair value, plus in
the case of financial assets not recorded at fair value
through profit or loss (FVTP L), transaction costs
that are attributable to the acquisition of the financial

asset. However, trade receivables that do not contain
a significant financing component are measured at
transaction price. "

"Revenue Recognition: Revenue towards satisfaction
of a performance obligation is measured at the amount
of transaction price (net of variable consideration)
allocated to that performance obligation. The
transaction price of goods sold, and services rendered
is net of variable consideration on account of various
discounts and schemes offered by the Company as
part of the contract.

Financial asset at fair value through other
comprehensive income:

A financial asset is subsequently measured at fair value
through other comprehensive income which is held with
objective to achieve both collecting contractual cash
flows and selling financial assets and the contractual
terms of the financial asset give rise on specified dates
to cash f lows that are solely payments of principal
and interest on the principal amount outstanding. The
Company has made an election for its investments
which are classified as equity instruments (other than
investment in shares of Subsidiaries, Joint Ventures,
and Associates) to present the subsequent changes in
fair value through profit and loss account.

Financial assets at fair value through profit or loss:

A financial asset which is not classified in any of the
above categories are subsequently fair valued through
profit or loss. The Company has elected to measure its
investments, which are classified as equity instruments
(other than investment in shares of Subsidiaries, Joint
Ventures, and Associates) at fair value through profit
and loss account.

ii. Impairment of financial assets:

The company assesses at each balance sheet date
whether a financial asset is impaired. The company
recognises the loss if any on such impairment in
accordance with IND AS 109.

iii. Financial Liabilities:

Financial liabilities are subsequently carried at
amortized cost using the effective interest method.
Financial liabilities at fair value through profit and loss
includes financial liability held for trading and financial
liability designated upon initial recognition as at fair
value through profit and loss.

l. Investment in Subsidiaries, Associates and
Joint Ventures:

Investment in equity shares of subsidiaries, associates
and joint ventures is carried at cost in the standalone
financial statements.

m. Earnings per share:

The basic earnings per share is computed by dividing
the net profit for the period attributable to equity

shareholders by the weighted average number of
equity shares outstanding during the period. The
number of shares used in computing diluted earnings
per share comprises the weighted average shares
considered for deriving basic earnings per share and
also the weighted average number of equity shares
which would have been issued on the conversion of all
dilutive potential equity shares. Dilutive potential equity
shares are deemed converted as of the beginning of
the period unless they have been issued at a later date.

n. Employee Benefits:

Contributions to Provident and Employee State
Insurance etc. accruing during the accounting period
are charged to the statement of Profit and Loss.
Provision for liabilities in respect of gratuity are accrued
and provided at the end of each accounting period.
Gratuity liability towards existing eligible employees
will be met by the fund administered by LIC.

3. Critical Accounting - Estimates,
Assumptions and Judgements:

The preparation of Financial Statements in conformity
with Indian Accounting Standards (Ind AS) requires
management to make judgements, estimates and
assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities and the
accompanying disclosures at the date of the Financial
Statements. The judgements, estimates and underlying
assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the
revision effects only that period or in the period of the
revision and future periods if the revision affects both
current and future years and if material, their effects
are disclosed in the notes to the Financial Statements.
Actual results could vary from these estimates.

Estimates and underlying assumptions are reviewed
on a regular basis. The following areas of revenues,
expenses, assets, and liabilities are likely to be impacted
by events which give rise to revision of estimates made.

i. Revenue

The company uses estimates for computation of costs
and efforts as a proportion of total costs and efforts
made. These estimates are then used to derive the
progress made towards completion of the contract.

ii. Provisions/Expenses

Provision for future expenses, liabilities are made on
some occasions on the basis of pending effort for
completion.

iii. Property, Plant & Equipment:

External advisor and/or internal technical team
assesses the remaining useful life and residual value
of property, plant & equipment. Management believes
that the assigned useful lives and residual values are
reasonable.

iv. Intangibles:

Internal technical and user team assess the remaining
useful lives of intangible assets. Management believes
that assigned useful lives are reasonable. All intangibles
are carried at net book value on transition.

v. Income taxes

The provision for income tax at the end of each period
is made on the basis of estimates on revenues and the
receivables.

vi. Other Estimates:

The Company estimates the un-collectability of
accounts receivables by analysing historical payment
patterns, customer concentrations, customer
creditworthiness and current economic trends. If
the financial condition of a customer deteriorates,
additional allowances may be required.

24. Explanation to Modified Opinion on Financial Statements

The statutory auditors have expressed a qualified opinion on the financial statements of the company pertaining
to

a. Investment in Wholly Owned Subsidiary at Portugal viz Cybermate International, Unipessoal, LDA

We clarify that the Portuguese authority has issued a notice of cancellation of the Certificate of Incorporation of
the WOS due to non-filing of statutory information. We are considering transferring the investment to another
subsidiary and rectifying the non-compliance. We have been provided the final amounts due and pending
compliances after which we propose to transfer the investment to another subsidiary. We will be completing the
compliances during the present quarter.

b. Non-Receipt of trade receivables and payables due for more than 6 months.

We are of the opinion that the delays have been caused due to adverse conditions prevailing in the business and
financial markets. We have extended our timelines by another six months for realizing of debtors due to adverse
market conditions.

28. Subsidiary Companies

1. Since the amount of investment in US subsidiary is insignificant and the cost of revival is higher. The company propose
to write off the investment after seeking necessary approvals form regulatory and other authorities.

2. Cybermate International, Unipessol, LDA The company is considering transferring the investment to the New US
subsidiary and protect the investment. Thereafter we propose to remit the outstanding dues to the statutory authorities
followed by filing the closing compliance statements.

Further a Statement containing salient features of the financial statement of subsidiaries/associate companies/joint
ventures in Form AOC - 1 is annexed to the Boards'' Report as Annexure - I pursuant to first proviso to sub-section (3) of
section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014.

d. Disclosure

i. Conversion of Foreign Currency Convertible Bonds (FCCBs)

During the year, the Company converted all outstanding Foreign Currency Convertible Bonds (FCCBs) aggregating to

USD 6.7 million (equivalent to Rs. 55.93 crores) into equity shares, in accordance with the terms of issue.

As a result:

• 4,52,79,145 equity shares of Rs. 2/- each were issued at a conversion price of Rs. 3.85 per share.

• The FCCB liability outstanding as at the beginning of the year has been fully extinguished.

• The embedded derivative component (conversion option), previously classified as a financial liability, has also been
derecognised.

• The difference between the carrying amount of the FCCBs (including any unamortised portion) and the equity issued
has been transferred to securities premium account.

• Consequently, the capital structure of the Company has changed, with an increase in equity share capital and securities
premium, and a corresponding reduction in financial liabilities.

The conversion of FCCBs has also impacted the calculation of earnings per share (EPS), with an increase in the
weighted average number of equity shares outstanding during the year. Please refer to Note No: 30 for EPS details.

ii. The interest accrued and unpaid on the FCCB amounting to USD 5,00,000, i.e Rs. 4,17,40,650/- as at 31st March 2025.
The Bond holders have requested to convert the interest accrued into equity shares. The company shall allot such
number of equity shares to the bond holders subject to the approval of the shareholders in the ensuing period.

36. Debtors, Creditors, Loans and Advances are Subject to Confirmation and Reconciliation.

37. Previous Year Figures have been Regrouped and Rearranged wherever necessary to
conform to this Years’ Classification.

38. Additional Regulatory Information

i. Title deeds of Immovable Properties not held in name of the Company. The company does not own any land or
buildings wither in its name or any other name and hence there are no title deeds for submission.

ii. The Company has not revalued its Property, Plant and Equipment since the Company has adopted cost model
as its accounting policy to an entire class of Property, Plant and Equipment in accordance with Ind AS 16.

iii. The Company has not revalued its Intangible Asset since the Company has adopted cost model as its accounting
policy to an entire class of Intangible Asset in accordance with Ind AS 38.

iv. The Company has not granted any loan or advance in the nature of loan to promoters, directors, KMPs and other
related parties that are repayable on demand or without specifying any terms or period of repayment.

v. There are no proceedings initiated or are pending against the company for holding any benami property under
the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

vi. The Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from
banks or financial institutions on the basis of security of current assets at any point of time during the year.

vii. The Company is not declared as wilful defaulter by any bank or financial institution or other lenders.

viii. The Company did not have any transactions with Companies struck off under Section 248 of Companies Act,
2013 or Section 560 of Companies Act, 1956 considering the information available with the Company.

xi. There are no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237 of the
Companies Act, 2013 during the year.

xii. The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

xiii. The company has also not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

xiv. The Company does not have any transactions which are not recorded in the books of accounts that has been
surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during any of the years.

xv. The Company did not trade or invest in Crypto Currency or virtual currency during the financial year. Hence,
disclosures relating to it are not applicable.

As per our report of even date

For J M T & Associates For and on behalf of the Board

Chartered Accountants

Firm Regn. No. 104167W j -''“i

sd/- Imm vtgr

Vijaya Pratap M P. Chandra Sekhar V. S. Roop Kumar Sangeeta Mundhra

Partner Managing Director & CFO Director Company Secretary

Membership No. 213766 DIN : 01647212 DIN: 05317482 M.No 59771

UDIN: 25213766BMIXVJ9564

Place : Mumbai

Date : 28-05-2025

---

Mar 31, 2024

Authorised

The Company’s Authorised Capital is of Rs.8500.00 lakh (Previous Year Same) distributed into 42,50,00,000 (Previous Year Same) Equity Shares Of Rs. 2/- each

Issued, Subscribed & Paid-Up

The Issued and Subscribed Capital of the Company as at 31st March 2024 is of Rs.2996.83 lakh represented by 14,98,41,358 Equity shares of Rs. 2/- each and Paid up Capital as at 31st March 2023 is of Rs.2259.16 lakh represented by 11,29,58,281 Equity Shares of Rs. 2/- each .

24. Explanation to Modified Opinion on Financial Statements

1. The statutory auditors have expressed a qualified opinion on the financial statements of the company pertaining to

a. Investment in Wholly Owned Subsidiary at Portugal viz Cybermate International, Unipessoal , LDA

We clarify that the Portuguese authority has issued a notice of cancellation of the Certificate of Incorporation of the WOS due to non-filing of statutory information. We are considering transferring the investment to another subsidiary and rectifying the non-compliance. We have been informed that we can remit the Statutory due and then transfer the investment to another subsidiary We are working on clearing thee statutory due in the ensuing period and are likely to report improved situation in the next quarter.

b. Non- payment of statutory dues for the period ending March 31, 2024.

The company has completed the reconciliation of dues pertaining to Employees Provident Fund, Employee State Insurance and Tax Deducted at source dues and have rectified the balances reflecting in our books of account and shall remit the dues in the ensuing quarter.

c. Non-Receipt of trade receivables and payables due for more than 6 months.

Delays in realization of receivables have been caused due to adverse conditions prevailing in the business and financial markets. We have extended our timelines by another six months for realizing of debtors due to adverse market conditions.

25. Contingent Liabilities:

The Following are the contingent liabilities not provided for in respect of matters under dispute as the company is confident that the outcome would be in its favor based on merits.

(a) Income Tax Dues

(b) Penalty Levied by the Enforcement Directorate.

With regard to the order of the Enforcement Directorate, on 28th December 2021 levying penalty for non-filing of APRs and Write off pertaining to Unrealised Receivables from Overseas Debtors on the company has filed an appeal and the company has not made any provision. The total amount of fines levied on the company is Rs.111.59 crores.

26. Sundry Creditors Disclosures in Accordance with Schedule III to Companies Act along with Micro, Small and Medium Enterprises Classification.

The Company has not received any intimation from "Suppliers" regarding their status under Micro, Small and Medium Enterprises Development Act, 2006, and hence disclosure if any, relating to the amount unpaid as at the year-end together with interest paid/payable as required under the said act have not been given.

28. Subsidiary Companies

1. Cybermate Infotek Limited Inc : The company is considering incorporating a new company and closing the existing company on account of operational challenges in seeking business for the existing company due to NIL Operations for a prolonged period.

2. Cybermate International, Unipessol, LDA. The company is in the process of transferring the investment into a new company and the process of setting up a new company is underway. We have been informed that we can remit the Statutory due and then transfer the investment to another subsidiary We are working on clearing the statutory due in the ensuing period and are likely to report improved situation in the next quarter.

Further a Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed to the Boards'' Report as Annexure-I pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014.

29. Segment Reporting

In accordance with the requirement of IND AS-108 on segment reporting, the company has determined its business segment as computer programming consultancy, and related services. There are no other primary reportable segments, nor secondary reportable segments.

There are no secondary reportable segments (Geographical Segments).

d. Extension of Maturity Date:

The FCCBs are repayable or convertible into equity shares on or before maturity date 09-July 2023 vide offering circular dated 09-July 2018.The Board of Directors at their meeting held on 06th July 2023, has decided to extend the due date of maturity for the balance FCCBs for a further period of one year i.e., up to 08-07-2024.

e. Disclosure

The FCCB is disclosed under other Equity as it is treated as an embedded derivative in accordance with IND AS 32, 107 and 109 as mentioned in the accounting policy on Financial Instruments.

36. Debtors, Creditors, Loans and Advances are Subject to Confirmation and Reconciliation.37. Previous Year Figures have been Regrouped and Rearranged wherever necessary to conform to this Years’ Classification.38. Additional Regulatory Information

i. Title deeds of Immovable Properties not held in name of the Company.

The company does not own any land or buildings wither in its name or any other name and hence there are no title deeds for submission.

ii. The Company has not revalued its Property, Plant and Equipment since the Company has adopted cost model as its accounting policy to an entire class of Property, Plant and Equipment in accordance with Ind AS 16.

iii. The Company has not revalued its Intangible Asset since the Company has adopted cost model as its accounting policy to an entire class of Intangible Asset in accordance with Ind AS 38.

iv. The Company has not granted any loan or advance in the nature of loan to promoters, directors, KMPs and other related parties that are repayable on demand or without specifying any terms or period of repayment.

v. There are no proceedings initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

vi. The Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets at any point of time during the year.

vii. The Company is not declared as wilful defaulter by any bank or financial institution or other lenders.

viii. The Company did not have any transactions with Companies struck off under Section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956 considering the information available with the Company.

ix. The Company does not have any parent company and accordingly, compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules,

2017 is not applicable for the year under consideration.

xi. There are no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013 during the year.

xii. The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

xiii. The company has also not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

xiv. The Company does not have any transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during any of the years.

xv. The Company did not trade or invest in Crypto Currency or virtual currency during the financial year. Hence, disclosures relating to it are not applicable.

---

Mar 31, 2016

Notes to Accounts

1. Secured Loan from Housing Finance Company

The Company''s immovable property was leased out to another IT Services company for 10 years in 2004.The Lease rentals were discounted with a housing finance company to augment working capital for the company . The tenant had terminated the lease and vacated the property of the company in 2009. Owing to Political conditions in the state the property could not be leased out and thereby the account became irregular. The company approached the lender to restructure the loan but they initiated proceedings under SARFARESI Act to recover their dues. The Lender took possession of the property. The company approached the Debts recovery tribunal. However as on the balance sheet date the property continues to be registered in the name of the company and the lender is yet to make his submissions before the debts recovery tribunal.

2. Subsidiary Companies

The Company has two Wholly Owned Subsidiaries viz Cybermate Infotek Limited Inc at U.S.A and Cybermate Infotek Ltd F.Z.E at U.A.E.

Operations of the Subsidiary in U.S.A. remained dormant since the year 2002.

The company has reviewed the operations of the wholly owned Subsidiary at UAE i.e Cybermate Infotek Limited FZE .

The subsidiary was formed in the year 2009, looking at the potential in the middle east markets. Subsequently due to local and international factors resulted in adverse business conditions on account of which the company could not proceed with its plans.

The company waited all along looking for an improvement and it is felt that additional investment at this stage would not make it viable and hence the company has decided to close the operations and write off the carrying amount of the investments in overseas subsidiary of Rs.38,16,91,600/-,

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC - 1 is annexed to the Directors'' Report as Annexure D pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014.

3. Software Products

As at the balance sheet date the company has reviewed the Software Products for their impairment.

On account of improvements in technology some of the products were not yielding revenues for the last three years and it is felt that additional investments in the sand products would not enable to make the products viable and that there is no recoverable amount for these software products and hence the products valued at Rs21,53,51,093/- identified as non cash generating units are written off as Impairment loss.

4. Unamortised Product Development Expenses

Unamortised Product Development expenses of Rs. 1,13,11,572/has been fully written off considering the obsolescence in the technology of the products involved.

5. Segment Reporting

In accordance with the requirement of AS-17 on Segment reporting, the company has determined its business segment as Computer Programming Consultancy and related services. There are no other primary reportable segments. Thus the segment revenue , segment result , total carrying amount of segment liabilities, total cost incurred to acquire segment assets , the total amount of charge for depreciation during the year are all reflected in the financial statement of and for the year ended 31st March 2016.

There are no secondary reportable segments (Geographical Segments).

6. Contingent Liabilities

(a) Income Tax Matters on which the company is in appeal Rs 1550.52 Lacs (Rs. 814.28Lacs)

(b) Bank guarantee in favor of Assistant Commissioner of Customs for a CPWB warehouse License amounting to Rs. 98,000/32. Previous year figures have been regrouped and rearranged wherever necessary to conform to this years'' classification.

---

Mar 31, 2015

1. Company Overview

Cybermate is a Mid Sized IT Services company engaged in custom built software development, System Integration Services, Network & Surveillance, building and selling own Products, reselling third party products, business platforms such as analytics, social media, mobile applications, cloud based solutions and outsourced business processes etc. Cybermate has over the year built and sold products for general IT use and domain specific solutions for Health Care, Telecom, Engineering, Energy and Retail.

Cybermate is a public limited company incorporated in India and has its registered and corporate office at Hyderabad, Telangana. The company is listed on BSE Limited.

2. Share Capital

Terms/Rights attached to Equity shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. In the event of Liquidation of the company, the holder of equity shares will be entitled to receive any of the remaining assets of the company after distribution of all preferential amounts. However, no such preferential amounts exist currently.

The distribution will be in proportion to number of equity shares held by the shareholders.

3. Secured Loans from Housing Finance Company

The company has its own commercial space which was leased out to another I.T. Services Company for 10 years in 2004. The lease rentals were discounted with a housing finance company to augment working capital for the company. The tenant had terminated the lease and vacated the property of the company in 2009. Owing to the Political Conditions in the state the property could not be leased out and there by the account being irregular.

The company approached the lender to restructure the loan but they initiated proceedings under the SARFARESI Act to recover their dues. The company has approached the Debts Recovery Tribunal and appropriate Legal Authorities for relief to protect its property. The amounts due is Rs. 3, 03, 00,175/-

4. Investment Written off

The company is recognising diminution in value of investments in subsidiary by charging off the amounts to revenue in a systematic manner over five years. The amounts represents share application money pending allotment which has arisen on capitalising export receivables.

* CIL Inc : During the year the company has written off an amount of Rs. 1308.47 Lacs representing investment in wholly owned subsidiary as against an amount of Rs. 436.88 lacs in previous year. The Closing balance of Investment in CIL Inc after this write off is Rs. 2.17 Lacs.

* CIL FZE: During the year the company has amortised an amount of Rs. 85.16 lacs. Further the company has transferred an amount of Rs.3568.92 Lacs to Investment in UAE as the amount represents Capital Advances made to aquire Software Product/Licenses in UAE markets. The Closing balance of investment in CIL FZE after the addition is Rs.3816.91 Lacs.

5. Loans and Advances, Inter Corporate Deposits and Book Debts

During the year the year the company has written off an amount of Rs. 2147.52 Lacs as bad debts. The company has reviewed the receivables which include Loans and Advances, Book Debts and other receivables as the same have become unrealisable.

6. Software Product Development Expenses

Software Product Development Expenses were being written off over a period of five years commencing 2006-07. However there was an addition to product development expenses in the year 2008-09 and hence the balance is being written oven off over the extended period.

7. Inventories

Inventories amounting to Rs. 2630.36 Lacs representing expenditure incurred for development, upgrading of features, inclusion of new modules etc. The company has capitalised the expenditure to the products since testing and implementation has resulted in favourable outcome.

The closing balance in Inventories after capitalisation is Rs.NIL.

8. Subsidiary Companies

The statement pursuant to Section 129(3)(I) of the Companies Act 2013 in respect of the subsidiaries is attached.

The Company has two Wholly Owned Subsidiaries viz Cybermate Infotek Limited Inc

at U.S.A and Cybermate Infotek Ltd F.Z.E at U.A.E. The operations of the Subsidiary in

U.S.A. remained dormant since the year 2002.

Cybermate Infotek Limited

Notes to Financial Statements for the Period ended 31st March, 2015

In respect of the Subsidiary at UAE i.e CIL FZE, no operations could be made but advances were Progress amounting to Rs. 3568.92 Lacs were paid to acquire Software Products/Licences for setting up of operation and was accounted in the holding companys books as Capital Work in Progress. Hence in the current year the entire advance is transferred from Capital Work in Progress to Investment in CIL FZE.

8. Segment Reporting

In accordance with the requirement of AS-17 on Segment reporting, the company has determined its business segment as Computer Software Services. During the year the company has also commenced BPO operations. Since all of the company's business is from computer software services, there are no other primary reportable segments. Thus the segment revenue , segment result , total carrying amount of segment liabilities, total cost incurred to acquire segment assets , the total amount of charge for depreciation during the year are all reflected in the financial statements for the year ended 31st March 2015.

There are no secondary reportable segments (Geographical Segments) since most of the turnover is from outside India.

9. The company has overdue receivables in convertible foreign exchange. The Company has not restated these balances at the balance sheet date as per AS-11-The Effects of Changes in Foreign Exchange Rates since the company intends to recognize gain/loss on these receivable only on actual realization since these balances are overdue.

10. Related Party Disclosures

I. Parties where Control Exists

(a) Wholly Owned Subsidiaries

Cybermate Infotek Ltd Inc

Cybermate Infotek Ltd LLC

(b) Parties having control (directly or indirectly)

Orchasp Energy (P) Ltd

Orchasp Securities (P) Ltd

CIL Infoserve Ltd

Kanti Rekha Power Ltd

II. Key Management Personnel

Mr.P.C.Pantulu - Managing Director

Mr.K.S.Shiva Kumar - Director

Mr.P.Chandra Sekhar - Director

III. Relatives of Key Management Personnel Mrs.P.Rajeswari, Wife of Mr.P.C.Pantulu Mrs.K.Sirisha, Wife of Mr.P.Chandra Sekhar Mrs.Sirisha Pattapurathi, Daughter of Mr.P.C.Pantulu Mr.Srikrishna Pattapurathi brother of Mr.P.C.Pantulu Mr.Manjush Pattapurathi cousin of Mr.P.Chandra Sekhar

11. Contingent Liabilities

2015 2014 Rs.In Lacs Rs.In Lacs

Income Tax Matters on which the company 814.28 814.28 is in appeal

b Bank Guarantee in favour of Assistant Commissioner of Customs for a CPWB warehouse license.

12. Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation.

13. Previous year figures have been regrouped and rearranged wherever necessary to conform to this years' classification.

---

Mar 31, 2014

1. Investment Written off

The company is recognising diminution in value of investments in subsidiary by charging off the amounts to revenue in a systematic manner over five years. The amounts represents share application money pending allotment which has arisen on capitalising export receivables.

2. Inter Corporate Deposits.

The balances lying in Inter corporate Deposits have not been recovered for a long period.

The company has filed a winding up petition and also criminal proceedings on one corporate. The Hon''ble High Court of Andhra Pradesh has ordered for the winding up of the corporate.

The company could not recover any part of its dues so far. The Company is confident that the principal would be recovered and hence has not made any provision for non recovery of these amounts.

3. Miscellaneous Expenses

Miscellaneous Expenses were being written off over a period of five years commencing 2006-07. However there was an addition to Miscellaneous Expenses in the year 2008-09 and hence the balance is being written oven off over the extended period.

4. Subsidiary Companies

The statement pursuant to Section 212(1) (e) of the companies Act 1956 in respect of the subsidiaries is attached. The Company has two Wholly Owned Subsidiaries viz Cybermate Infotek Limited Inc at U.S.A and Cybermate Infotek Ltd F.Z.E at U.A.E. The operations of the Subsidiary in U.S.A. remained dormant since the year 2002. Further, in respect of the subsidiary in UAE no business has been conducted since its inception. In view of the above the preparation and presentation of consolidated financial statements could not be made.

5. Segment Reporting

In accordance with the requirement of AS-17 on Segment reporting, the company has determined its business segment as Computer Software Services. Power Division is yet to commence operations. Since all of the company''s business is from computer software services, there are no other primary reportable segments. Thus the segment revenue , segment result , total carrying amount of segment liabilities, total cost incurred to acquire segment assets , the total amount of charge for depreciation during the year are all reflected in the financial statement of and for the year ended 31st March 2014. There are no secondary reportable segments (Geographical Segments) since most of the turnover is from outside India.

6. The company has overdue receivables in convertible foreign exchange. The Company has not restated these balances at the balance sheet date as per AS-11-The Effects of Changes in Foreign Exchange Rates since the company intends to recognize gain/loss on these receivable only on actual realization since these balances are overdue.

7 : Related Party Disclosures

Parties where Control Exists

(a) Wholly Owned Subsidiaries Cybermate Infotek Ltd Inc Cybermate Infotek Ltd FZE

(b) Parties having control (directly or indirectly) Orchasp Energy (P) Ltd

Orchasp Securities (P) Ltd CIL Infoserve Ltd Kanti Rekha Power Ltd

II. Key Management Personnel

Mr.P.C.Pantulu - Managing Director

Mr.K.S.Shiva Kumar - Director

Mr.P.Chandra Sekhar - Director

III. Relatives of Key Management Personnel Mrs.P.Rajeswari, Wife of P.C.Pantulu Mrs.K.Sirisha, Wife of Mr.P.Chandra Sekhar Mrs.Sirisha Pattapurathi, Daughter of Mr.P.C.Pantulu

8 : Contingent Liabilities

2014 2013 Rs In Lacs Rs In Lacs

Income Tax Matters on which the company is in appeal 814.28 643.94

b Bank Guarantee in favour of Assistant Commissioner of Customs for a CPWB warehouse license.

9. Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation.

10. Previous year figures have been regrouped and rearranged wherever necessary to conform to this years'' classification.

---

Mar 31, 2013

1. Secured Loans:

(i) State Bank of Travancore:

The term loan availed from the bank is secured by the following :

Primary Security:

Rupee Term Loan from State Bank of Travancore is secured by a first charge on the fixed assets of the Company viz Computers, laptops, regular servers, dot net servers, oracle servers, UPS, Batteries, Windows Operating System, Oracle Software Licence, Communication Equipments, Office Equipment, Furniture and Fixtures etc, existing and proposed to be acquired for the expansion of the project.

Collateral Security:

1. Equitable Mortgage of property of Sri P.C.Pantulu, Managing director of the Company.

2. Personal Guarantee of Mr. P.C.Pantulu, M.D and Mr. P.Chandra Sekhar, Director.

(ii) DHFL (Dewan Housing Finance Corporation Limited)

Rupee Lease Rental Finance from DHFL is primarily secured by the assignment of the Rent receivables, collateral security by first charge on the property of the Company.

2. Prior Period Items:

a) Deferred Taxes

The company has not been compliant with AS22 on Deferred Taxes till the previous accounting period. The company has commenced the compliance with the AS 22 and hence the deferred tax liability upto previous year is included as a prior period adjustment.

b) Subsidy from Govt of Nagaland

The company had received an amount of Rs.10 lakhs as a capital contribution for setting up of a training centre at Dimapur. The amount has been spent towards setting up of infrastructure for the training centre. Hence the carried forward balance is been transferred to revenue as prior period revenue as matching expenses were recognised in profit and loss account earlier.

c) Security Deposit from Trainees

The security deposits received from employees in 2000-01 under a bond were transferrable to revenue in earlier period as the trainees could not satisfy the terms and conditions of the employment bond. They had filed a petition in the High Court of Andhra Pradesh for the refunds. In accordance with the high court order dated 15th March 2010, the company has transferred the amounts to revenue as a prior period income.

3. The Company was inconsistent with requirements of the Accounting Standard 21 issued by the Institute of Chartered Accountants of India as the Overseas Subsidiary is not having any operations hence the Company is not preparing the consolidated Financial Statements.

4. Segment Reporting:

The entire operations of the company relate only to one segment i.e., Computer Segment.

5. Share Application Money Pending Allotment

The promoters of the company have advanced amounts to the company over the years and also have other receivables from the company. The promoters have offered to convert these dues to equity shares at par in the previous accounting period. The company has passed the resolution in the general meeting held on the 30th September 2011. The Company has received the Inprinciple approval of the Stock Exchange on the 30th April 2013 and the shares have been allotted on the 4th May 2013.

6. Investment Written off

The company is recognising diminution in value of investments in subsidiary by charging off the amounts to revenue in a systematic manner over five years. The amounts represents share application money pending allotment which has arisen on capitalising export receivables.

7. Inter Corporate Deposit

The balances lying in Inter corporate Deposit have not been recovered for a long period. The company has filed a winding up petition and also criminal proceedings on the debtor. The Honorable High Court of Andhra Pradesh has ordered for the winding up. The company could not recover any part of its dues so Far.The Company is confident that the principal would be recovered and hence has not made any provision for non recovery of these amounts.

8. Miscellaneous Expenses

Miscellaneous Expenses were being written off over a period of five years commencing 2006-07. However there was an addition to Miscellaneous Expenses in the year 2008-09 and hence the balance is being written oven off over the extended period.

9. Statutory and other Claims against the Company and Appeals

(a) Income Tax

For the assessment year 2009-10, the Assessing Officer has passed an order making additions of Rs. 12.88 crores and raised a tax demand for Rs. 6.43 Crores. The company has preferred an appeal before the CIT (Appeals) against the additions made.

The company has fair chances of winning the case and hence no provision is made toward demand raised.

(b) Bank Guarantees

The Company has issued performance bank guarantee to M/s APGENCo under contractual obligations and has fulfilled the same to their satisfaction. There are no claims against the company. Hence no provisions arise in this regard.The said bank guarantee was fulfilled in the subsequent period.

The company has issued a guarantee to the Assistant Commissioner of Customs for a CPWB warehouse license. There are no claims on the company on account of the same and hence no provision needs to be made.

The company has overdue receivables in convertible foreign exchange. The company has not revalued the same at the balance sheet date which is not consistent with the principles laid down in AS 11. The company intends to recognize gain/loss on these receivable only on actual realization.

Micro, Small and Medium Enterprise.

There are no Micro, Small and Medium Enterprise, to whom the Company owes dues, which are outstanding at the Balance Sheet date, computed on unit wise basis.

Dues to S.S.I:

There are no dues to S.S.I units in respect of sundry creditors.

10. Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation.

11. Previous Year figures have been regrouped wherever necessary.

12. Figures are rounded off to nearest rupee.

13. The accounts for the year are prepared for the period of 12 months from 1st April 2012 to 31st March 2013.

---

Mar 31, 2012

1. Secured Loans:

(i) State Bank of Travancore:

The term loan availed from the bank is secured by the following :

Primary Security:

Rupee Term Loan from State Bank of Travancore is secured by a first charge on the unencumber fixed assets of the Company viz Computers, laptops, regular servers, dot net servers, oracle servers, UPS, Batteries, Windows Operating System, Oracle Software Licence, Communication Equipments, Office Equipment, Furniture and Fixtures etc, existing and proposed to be acquired for the expansion of the project.

Collateral Security:

1. Equitable Mortgage of property of Sri P.C.Pantulu, Managing director of the Company.

2. Personal Guarantee of Mr. P.C.Pantulu, M.D and Mr. P.Chandra Sekhar, Director.

(ii) DHFL (Dewan Housing Finance Corporation Limited)

Rupee Lease Rental Finance from DHFL is primarily secured by the assignment of the Rent receivables, collateral security by first charge on the property of the Company

(iii) Hire Purchase Loans from M/s ICICI Bank Ltd and M/s Orix Auto Infrastructure Services Ltd

Hire Purchase loans for purchase of Computers are secured by underlying assets acquired under the Hire Purchase Agreement.

2. Prior Period Items:

a) Deferred Taxes

The company has not been compliant with AS22 on Deferred Taxes till the previous accounting period. The company has commenced the compliance with the AS 22 and hence the deferred tax liability upto previous year is included as a prior period adjustment.

b) Subsidy from Govt of Nagaland

The company had received an amount of Rs.10 lakhs as a capital contribution for setting up of a training centre at Dimapur. The amount has been spent towards setting up of infrastructure for the training centre. Hence the carried forward balance is been transferred to revenue as prior period revenue as matching expenses were recognised in profit and loss account earlier.

c) Security Deposit from Trainees

The security deposits received from employees in 2000-01 under a bond were transferrable to revenue in earlier period as the trainees could not satisfy the terms and conditions of the employment bond. They had filed a petition in the High Court ofAndhra Pradesh for the refunds. In accordance with the high court order dated 15th March 2010, the company has transferred the amounts to revenue as a prior period income.

3. The Company was inconsistent with requirements of the Accounting Standard 21 issued by the Institute of Chartered Accountants of India as the Overseas Subsidiary is not having any operations hence the Company is not preparing the consolidated Financial Statements.

4. Segment Reporting:

The entire operations of the company relate only to one segment i.e., Computer Segment.

5. Share Application Money Pending Allotment

The promoters of the company have advanced amounts to the company over the years and also have other receivables from the company. The promoters have offered to convert these dues to equity shares at par in the previous accounting period. The company has passed the resolution in the general meeting held on the 30th September 2011. The company has made an application to the stock exchange for allotment of these shares and the same is pending. Hence the amounts due are transferred to Share Application Money pending allotment in the current period

6. Investment Written off

The company was recognising diminution in value of investments in subsidiary by charging off the amounts to revenue in a systematic manner over five years. The amounts represents share application money pending allotment which has arisen on capitalising export receivables.

7. Inter Corporate Deposit

The balances lying in Inter corporate Deposit have not been recovered for a long period. The company has filed a winding up petition and also criminal proceedings on the debtor. The Honorable High Court of Andhra Pradesh has ordered for the winding up. The company could not recover any part of its dues so Far.The Company is confident that the principal would be recovered and hence has not made any provision for non recovery of these amounts.

8. Miscellaneous Expenses

Miscellaneous Expenses were being written off over a period of five years commencing 2006-07. However there was an addition to Miscellaneous Expenses in the year 2008-09 and hence the balance is being written oven off over the extended period

9. Statutory and other Claims against the Company and Appeals

(a) Income Tax

For the assessment year 2009-10, the Assessing Officer has passed an order making additions of Rs. 12.88 crores and raised a tax demand for Rs. 6.43 Crores. The company has preferred an appeal before the CIT (Appeals) against the additions made.

The company has fair chances of winning the case and hence no provision is made toward demand raised

(b) Bank Guarantees

The Company has issued performance bank guarantee to M/s APGENCo under contractual obligations and has fulfilled the same to their satisfaction. There are no claims against the company. Hence no provisions arise in this regard.

The company has issued a guarantee to the Assistant Commissioner of Customs for a CPWB warehouse license. There are no claims on the company on account of the same and hence no provision needs to be made.

The company has overdue receivables in convertible foreign exchange. The company has not revalued the same at the balance sheet date which is not consistent with the principles laid down in AS 11. The company intends to recognize gain/loss on these receivable only on actual realization.

10. Micro, Small and Medium Enterprise.

There are no Micro, Small and Medium Enterprise, to whom the Company owes dues, which are outstanding at the Balance Sheet date, computed on unit wise basis.

Dues to S.S.I:

There are no dues to S.S.I units in respect of sundry creditors.

11. Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation.

12. Previous Year figures have been regrouped wherever necessary.

13. Figures are rounded off to nearest rupee.

14. The accounts for the year are prepared for the period of 12 months from 1st April 2011 to 31st March 2012.

---

Mar 31, 2010

(All figures are reported in rupees, except data relating to shares or unless stated Otherwise)

1. Cost of Acquisition of Software

Cost of Acquisition of Licensed versions of Software is charged off in the year of purchase.

2. Secured Loans

(a) Rupee Lease Rental Finance from Dewan Housing Finance Corporation Limited is primary secured by assignment of rent receivables, collateral security by a first charge on the property of the company.

(b) Term ban from IDB1 Bank is secured by a first charge on property i.e land belonging to the Managing Director Mr.P C Pantulu.

3. Empbyee Stock Option Scheme. (ESOP) The compensation committee of the board evaluates the performance and other criteria of employees and approves the grant of options. These options vest with empbyees- over a specified period subject to fulfillment of certain conditions. Upon vesting, empbyees are eligible to apply and secure albtment of Companys shares at a price determined on the date of grant of options.

Amount received from empbyees on exercise of stock option, pending albtment of shares is shown as share application money pending albtment

4. Related Party Transactions

5. Key Management personnel are non-director officers of the company, who have the authority and Responsibility for planning, directing and controlling the activities of the Company. The bans and advances receivable from non-director officers as at 31st March, 2010 are at Rs. NIL.

6. Segment reporting: The entire operations of the company relate only to one segment i.e.. Computer Software.

7. Assets taken on lease comprise computers and peripherals, which are accounted as per the tenor of the hire purchase agreement. The dues against certain assets on hire purchase basis to one company could not be settled as the Hire Purchase Company has suspended its operations.

8. Dues to S.S.I.: There are no dues to S.S.I. units in respect of Sundry Creditors as required to be discbsed in accordance with Section 211 read with part 1 of Schedule VI of the Companies Act, 1956. .

9. Miscellaneous expenses: Miscellaneous expenses not written 6f include expenditure in connection with development of certain software products. The company proposed to charge off the same to revenue over a period of five years commencing from 2006-2007.

10. Investments by the company are in the category of non-trade and unquoted shares. The Wholly Owned Subsidiary in the USA has suspended its operations and hence the management proposes to recognize a dimunition in the value of investment by 15% of the value amounting to Rs. 2,33,10,586/-. During die year the company has capitalized dues from the wholly owned subsidiary at USA amounting to 10,83,87,617/-.

11. Inter corporate Deposits: The recovery of interest on these deposits is very irregular and outstanding for a bng period The auditors have requested the company to make a suitable provision in the books of accounts. However the company has obtained judgment in favour of the company on a suit filed oh Armour Pharmaceuticals Ltd for the recovery of inter corporate deposit and is confident of recovering interest and principal

12. Additional Information Pursuant to the provisions of the Schedule VI tothe Companies Act, 1956.

iv. Contingent Liabilities not provided for

a) Bank Guarantee Rs. Nil Rs. Nil

b) LCs Rs. Nil Rs. Nil

c) Foreign Bills Discount Rs. Nil Rs. Nil

d) Disputed Income Tax Liability Rs. Nil Rs. Nil

vi. Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation. The Management is confident of recovering dues from debtors which are due for more than 180 days.

viii. Previous years figures have been regrouped wherever necessary.

ix. Figures are rounded off to nearest rupee.

x. The accounts for the year are prepared for the period of 12 months from 1st April 2009 to 31st March 2010.