అకౌంట్స్ గమనికలుCalifornia Software Company Ltd.

2.4 Depreciation

2.5 Intangible Assets & Amortization

• Includes internally developed SaaS products (dSpeedUp, dBotMinds, dUltima, dRyZe CRM) and acquired licenses.

• Carried at cost less amortization and impairment.

• Amortized over 3-5 years, aligned to SaaS industry product lifecycles.

• Reviewed periodically for impairment triggers.

2.6 Impairment of Assets

• Assets reviewed annually for indicators of impairment.

• Impairment recognized when carrying value > recoverable amount (higher of fair value less cost to sell or value in use).

• Reversals allowed only to the extent that carrying value does not exceed depreciated cost had no impairment been recognized.

2.7 Inventory

The Company is engaged in SaaS-based services and does not deal in physical goods. Hence, Ind AS 2 - Inventories is not applicable.

2.8 Cash and Cash Equivalents

Includes cash in hand, demand deposits, and short-term liquid investments with maturities up to three months.

2.9 Cash Flow Statement

Prepared using the Indirect Method. Operating, investing, and financing activities are presented separately.

2.10 Revenue Recognition

Revenue is recognized under Ind AS 115:

• Subscriptions - over the subscription period.

• Implementation & setup fees - upon completion of obligations.

• Transaction-linked revenue - on transaction completion.

• Custom services - on percentage-of-completion basis.

Revenue excludes GST and similar taxes collected.

2.11 Employee Benefits

• Provident Fund - defined contribution plan, expensed when incurred.

• Gratuity & Leave Encashment - recognized based on actuarial valuation.

• ESOPs (if applicable) - fair value recognized over vesting period.

2.12 Taxation

• Current tax based on enacted tax laws.

• Deferred tax recognized on temporary differences using balance sheet approach.

• Deferred tax assets recognized when future taxable profits are probable.

2.13 Earnings Per Share (EPS)

• Basic EPS - net profit attributable to equity shareholders r weighted average shares.

• Diluted EPS - adjusted for potential dilutive shares.

2.14 Foreign Currency Transactions

• Transactions recorded at transaction-date rates.

• Monetary items revalued at closing rates.

• Exchange differences recognized in Profit & Loss.

2.15 Borrowing Costs

• Capitalized if directly attributable to qualifying assets.

• Otherwise expensed in the period incurred.

2.16 Events after the Reporting Period

Evaluated for adjustments/disclosure. No material events occurred post March 31, 2025.

2.17 Audit Trail Feature

MCA has mandated use of accounting software with audit trail from April 1, 2023. The Company uses Tally Prime.

• Due to technical issues, the audit trail module was not functional in FY 202A-25.

• Books are properly maintained with supporting evidence.

• Management is working to activate this feature at the earliest.

3. Trade Payable Aging Schedule

As on March 31, 2025, the Company has no outstanding trade payables.

A. Dividend Disclosure

The Company has not declared or paid dividends in the last five years. The Board has resolved to conserve resources until operations and profitability stabilize. Dividend distribution will be considered thereafter.

5. Compliance with Benami Transactions Act

The Company confirms no benami transactions were undertaken during FY 202A-25.

6. Utilization of Proceeds from Rights Issue

The Company raised ?A6.37 crores via Rights Issue of partly paid-up equity shares. As of March 31, 2025, ?11.59 crores (25%) has been collected.

7. Promoter Shareholding

As of March 31, 2025, the promoters hold 62.26% of the Company''s paid-up equity share capital.

8. Trade Receivables Aging

As on March 31, 2025, the Company''s receivables stood at ?18.00 crores, comprising:

• ?5.00 crores outstanding for less than 180 days, and

• ? 13.00 crores outstanding for more than 180 days.

The management is actively pursuing recovery of long-outstanding dues.

9. Segment Information

In compliance with Ind AS 108, the Company has identified a single reportable segment - Software Development and Services.

10. Contingent Liabilities

The Company has no contingent liabilities as on March 31, 2025.

2.8 Cash and Cash Equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short
term balances (with an original maturity of three months or less from the date of acquisition),
highly liquid investments that are readily convertible into known amounts of cash and which
are subject to insignificant risk of changes in value

2.9 Cash Flow Statement

Cash flows are reported using the indirect method, whereby loss before extraordinary items
and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The cash flows from operating, investing,
and financing activities of the Company are segregated based on the available information.

2.10 Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to
the Company and the revenue can be reliably measured. Revenue is measured at the fair value
of the consideration received or receivable, taking into account contractually defined terms of
payment and excluding taxes or duties collected on behalf of the government. The Company
has concluded that it is the principal in all of its revenue arrangements since it is the primary
obligor in all the revenue arrangements as it has pricing latitude and is also exposed to credit
risks.

2.11 Employee retirement benefits: Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. Eligible
employees receive benefits from a provident fund, which is defined benefit plan. Both the
eligible employee and the Company make monthly contributions to the provident fund plan
equal to a specified percentage of the covered employee’s salary. The contributions are made
to the Regional Provident Fund which is charged to the Statement of Profit and Loss as
incurred.

The Company has no obligation, other than the contribution payable to the provident fund.
The Company recognizes the contribution payable to the provident fund scheme as
expenditure when the employee renders the related service.

2.12 Taxation

The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the balance sheet method, on temporary
differences arising between the tax bases of assets and liabilities and their carrying amounts in
the financial statements. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantially enacted by the end of the reporting period and are
expected to apply when the related deferred income tax asset is realized or the deferred
income tax liability is settled. Deferred tax assets are recognized only if it is probable that future
taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same
taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realize the asset and
settle the liability simultaneously.

2.13 Earnings Per Share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post
tax effect of extraordinary items, if any) by the weighted average number of equity shares
outstanding during the year. Diluted earnings per share is computed by dividing the profit /
(loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for
dividend, interest and other charges to expense or income (net of any attributable taxes)
relating to the dilutive potential equity shares, by the weighted average number of equity
shares considered for deriving basic earnings per share and the weighted average number of
equity shares which could have been issued on the conversion of all dilutive potential equity
shares. Potential equity shares are deemed to be dilutive only if their conversion to equity
shares would decrease the net profit per share from continuing ordinary operations. Potential
dilutive equity shares are deemed to be converted as at the beginning of the period, unless
they have been issued at a later date. The dilutive potential equity shares are adjusted for the
proceeds receivable had the shares been actually issued at fair value (i.e. average market value
of the outstanding shares). Dilutive potential equity shares are determined independently for
each period presented. The number of equity shares and potentially dilutive equity shares are
adjusted for share splits / reverse share splits and bonus shares, as appropriate.

2.14 Foreign Currency Transactions

The Company operates internationally and is exposed to foreign exchange risk arising from
foreign currency transactions. Foreign exchange risk arises from future commercial
transactions and recognized assets and liabilities denominated in a currency that is not the
company’s functional currency (INR). Foreign currency transactions are recorded at the
exchange rates as on the date of the transaction and the exchange difference arising from
foreign currency transactions is dealt with in both Profit and Loss account and also in Balance
sheet as the case may be.

2.15 Borrowing Costs

Borrowing costs consist of interest and other costs that the Company incurs in connection with
the borrowing of funds. All borrowing costs are expensed in the period they occur.

2.16 Events after the reporting period

Ind AS-10 has disclose impact about the entity shall incur any events either favorable or
unfavorable that occur between the end of the reporting period and the date when the
financial statements are approved by the Board of Directors in case of a company, and, by the
corresponding approving authority in case of any other entity for issue. There are no material
events occurred after the reporting period, which requires adjustment to Assets / Liabilities as
on March 31,2024.

24 All Amounts mentioned in financial statement represents for the year ended 31.03.2024

25 Previous year figures have been properly carryforward to this year as comparative figures.

26 All amounts in the financial statements have been rounded off to lakhs. #

27. Based on the information and explanation given by the company there were no dues to
Micro, Small and Medium Scale industries.

Notes Forming Part of the Financial Statements

The accompanying notes form an integral part of the financial statements. As per our report of
even date attached

For K.Gopal Rao & Co
Chartered Accountants

Firm Registration No. 0009568

For and on behalf of the Board of directors

Madan Gopal Narayanan Dr. M. Vasudevan M. Vijayakumar

Partner Managing Director Director

Membership No. 211784

Place: Chennai
Date: 30/05/2024

1 CONTINGENT LIABILITIES

As at As at 31-Mar-15 31-Mar-13 Rs. Rs.

1.1 Guarantees given on behalf Nil NIL of other companies

1.2 Claims against the company not acknowledged as debt in respect of certain tax matters which are subjudice

a) Income Tax ( net of deposit) 59,220,145 59,220,145

b) Sales Tax / VAT 0 648,228

c) Service Tax 3,552,977 3,552,977

25 OTHER FINANCIAL INFORMATION

31.03.2015 31.03.2014 Rs. Rs.

2.1 Outstanding Bank Guarantees 0 1,480,298

2.2 Reimbursement of travel expenses to Directors 0 0

2.3 Sitting fees paid / payable to Directors 0 50,000

3 GOING CONCERN

Company has accumulated losses and its net worth has been fully eroded, the company has incurred a net loss during the current and previous year(s) and, the company's current liabilities exceeded its current assets as at the balance sheet date. Company is not pursuing it's main object of software development and is generating only income from letting out premises owned by it, also the subsidiaries also has stopped their operations. The above factors indicate the existence of a material uncertainty that may cast significant doubt about the company's ability to continue as a going concern.

4 DISCONTINUING OPERATIONS

Though there exists material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, items falling under the fixed asset category, i.e., building and attached furniture and fixtures, which is used for letting out and the company is deriving the rental income, Company is not accounting the Fixed assets, other than building, at Net realisable value as required by Accounting Standard 24, Discontinuing Operations and disclosure of other matters is not made.

5 BASIS FOR PREPARATION

Financial statements have been prepared under the historical cost convention and comply with accounting standards in all material respects.

6 IMPAIRMENT OF ASSETS

a) Impairment of Investment

Both these companies and their subsidiaries have stopped all their activities CSWL Inc has started liquidation proceedings

b) Impairment of Fixed Assets

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

item Useful life

Furniture & Fitiings 10 years

Office Equipment 5 Years

Total additional depreciation charged to the profit and loss Account is Rs. 5,864,486/-.

7 TRADE RECEIVABLES & PAYABLES

Since the company has fully stopped its principle business being Software Development and its sales and service and company have no trade receivables during the year. Trade payables of Rs. 402,285,907/-represents net payables to its wholly owned overseas subsidiary CSWL Inc.

Payables to Aspire Communications P Ltd and Aspire Peripherals P Ltd, wholly owned subsidiary of the company amounting to Rs. 25,345,879/- has been written back to Profit and loss account as Exceptional item as these companies have stopped all it activities.

During the previous year 2013-14 the company reassessed its Trade receivables and payables accumulated over the years and restated them on a realistic basis. On the basis of above, net write off of bad Debts, other receivables, old Deposits and payables were written off for Rs. 26,910,239/- against the existing provision. Excess Provision of Rs. 22,705,294/- was written back to profit and Loss Account.

8 RENT RECEIVABLE AND PROVISION

Rent receivable is amounting to Rs. 55,695,442/- (PY 49,707,130/- /-) against which a provision of Rs. 41,043,738/- being receivables outstanding for more than 270 days has been made.

9 TRANSFER PRICING

The study of international transactions entered into by the Company with its overseas associates regarding the extent of compliance to the transfer pricing regulations of the Income Tax Act, 1961 is yet to be completed and the impact, if any, arising out of such study has not been recognized in these accounts pending completion of the study.

10 QUANTITATIVE DETAILS

Not applicable since the Company is engaged the business of letting out of Business premises; quantitative details etc., as required under the Companies Act, 1956 are not furnished

11 VALUE OF IMPORTS ON CIF BASIS

Capital Goods Nil Nil

12 FOREIGN CURRENCY TRANSACTION

Foreign currency transactions including expenses incurred on Trading / Non Trading Overseas offices and revenue accounts of onsite offices are accounted at the exchange rates ruling on the date of transaction.

At the year end all monetary assets and liabilities denominated in foreign currency other than investments are restated at the closing exchange rates. Exchange differences arising out of actual payments / realisations and from the year end restatement referred to above are reckoned in the profit and loss account.

13 SEGMENT REPORTING

13.1 The company has stopped entirely its principal activity of providing software development and its sales and services and hence current year there is no segment wise reporting, Previously the Company's operations predominantly related to providing development of software to customers globally operating in various industry segments. Accordingly, software product and development revenues along industry classes comprise the primary basis of segmental information set out in these financial statements. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Revenue and expenses have been identified to segments on the basis of the above primary segment information viz industry segments. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to the segments on a reasonable basis, have been included under unallocable corporate income/ expenses.

The Industry segments of the Company consist of: Technology Solutions (TS), Enterprise Solutions (ES) and Infrastructure Management Services (IMS). However since the sale of its OPD division company is having Enterprise solution only.

14 DISCLOSURE UNDER AS 15 REVISED ON EMPLOYEE BENEFITS

The Company has only one employee for whom PF is being provided as per rules. Gratuity of Rs.117,740/- is provided on the basis of Actuarial Valuation. Based on company's policy no provision is being made for leave encashment.

15 RELATED PARTY DISCLOSURE

15.1 Names of related parties and description of relationship

a) List of related parties where control Exists Companies Having Substantial Interest Kemoil Limited, Hong Kong

Subsidiaries California Software Laboratories Inc., USA (CSWL) Aspire Communications Private Limited, Mysore

Subsidiary of California Software Healthnet International Inc., USA

Laboratories Inc. Aspiresoft Corporation, USA

Subsidiary of Aspire Communications Private Limited Aspire Peripherals P Ltd, Mysore

Subsidiary of Healthnet International Inc International Innovations Inc., USA

b) Key management personnel Mr.Bhavesh Rameshlal Chauhan

c) Other Group Companies

Fellow Subsidiaries of Kemoil Limited Chemoil International Pte. Ltd., Singapore Chemoil Energy Limited Singapore Chemoil Europe B.V., The Netherlands

Subsidiaries of the abovementioned fellow subsidiaries Chemoil Advanced Management Services Pvt. Ltd., India

Chemoli Information Services Pvt Ltd

Inatech InfoSolutions Private Limited, Bangalore

Inatech Solutions Ltd, UK

Inatech Solutions Egypt, SAE

Inatech ME

Inatech Solutions Europe Ltd

Glencore India Private Limited

16 As at March 31, 2015 there is no interest payable to Micro and Small Enterprises as defined under the Micro Small and Medium Enterprises Development Act, 2006. This information and that disclosed under schedule 11 have been determined to the extent such parties have been identified on the basis of information available with the Company

17 Except in respect of the following there are no statutory dues of Customs Duty, Excise Duty, Cess, Wealth Tax and Income Tax, which have not been deposited on account of a dispute

S. Name of the Statute Nature of the dues No.

1. Income Tax Act, 1961 Income Tax ( A.yr 1997-98)

2. Income Tax Act, 1961 Income Tax ( A.yr 2000-01)

3. Income Tax Act, 1961 Income Tax ( A.yr 2001-02)

4. Income Tax Act, 1961 Income Tax ( A.yr 2002-03)

5. Income Tax Act, 1961 Income Tax ( A.yr 2003-04)

6. Income Tax Act, 1961 Income Tax ( A.yr 2004-05)

7. Income Tax Act, 1961 Income Tax ( A.yr 2005-06)

8. Income Tax Act, 1961 Income Tax ( A.yr 2006-07)

9. Income Tax Act, 1961 Income Tax & TDS ( A.yr 2007-08)

10. Income Tax Act, 1961 Income Tax ( A.yr 2008-09)

11. Income Tax Act, 1961 Income Tax ( A.yr 2011-12)

12 Income Tax Act, 1961 Income Tax ( A.yr 2009-10)

13 Income Tax Act, 1961 Income tax 2010-11

Name of the Statute Amount Rs. Forum where dispute is pending

Income Tax Act, 1961 11,27,394 Assessing Officer

Income Tax Act, 1961 22,84,617 Assessing Officer

Income Tax Act, 1961 15,24,090 Madras High Court

Income Tax Act, 1961 33,56,300 Madras High Court

Income Tax Act, 1961 12,42,460 Madras High Court

Income Tax Act, 1961 56,76,083 Commissioner Appeals

Income Tax Act, 1961 10,10,258 Commissioner Appeals

Income Tax Act, 1961 22,10,000 Commissioner Appeals

Income Tax Act, 1961 12,704,349 Tribunal

Income Tax Act, 1961 4,966,000

Income Tax Act, 1961 48,187

Income Tax Act, 1961 7,386,310 Commissioner of IT

Income Tax Act, 1961 15,684,097 Transfer Pricing

Total IT demand 592,20,145

Service Tax 35,52,977 * Joint Commissionerl Commissioner of ST

* Based on order dated 27/06/2014 of Joint commissioner of Service tax, Chennai . Company has filed appeal against this order.

18. REGROUPING AND REARRANGING OF FIGURES

The previous year figures have been regrouped, rearranged/ amended wherever necessary to conform to the current year's classification.

1. SHARE CAPITAL

A. AUTHORISED CAPITAL

(The paid up share capital includes shares worth Rs. 7,24,920 which were issued by the company in October 1994 for consideration other than cash)

2. TANGIBLE ASSETS

Note: 1. Building Depreciation is charged assuming a remaining life period of 25 years from the date of valuation on 17/01/2013.

Additional depreciation charged due to this change during the year is Rs. 137,38,189/-.

2. Depreciation in 2012 -13 on land & building Includes Impairement of Rs. 21,218,585/- and is shown as an exceptional item.

3. Contingent Liabilities (in Rs.) As at 31-Mar-14 As at 31-Mar-13

California Software company Limited

a. Guarantees given on behalf of other companies Nil NIl

b. Claims against the company not acknowledged as debt in respect of certain tax matters which are subjudice

a) Income Tax 59,220,145 59,859,792

b) Sales Tax/VAT 648,228 648,228

c) Service Tax 3,552,977 852,310

4. Taking into consideration the post sale scenario of its OPD division and considering the past performance of the subsidiaries company in the year 2011-12 decided to reassess the value of its investment in subsidiaries. Based on this company decided to strike off East Point Solutions Ltd accompany yet to commence business and also to withdraw from the Joint Venture Agreement with Calspence, Srilanka. It was also decided to write off excess carrying value over the book value of its Indian subsidiaries. The year under report also the management has decided to Impair the investment in its overseas subsidiary CSWL Inc (The company has stopped all its operations) by writing off excess value over its book value and to impair the Investment in Preference shares of Inatech Info solutions P Ltd by writing off excess carrying value over the face value. Total Investment write off included in exceptional items.

* The above amount includes Rs. 6,819,000 paid to former shareholders Aspire Communications Ltd. This payment is in excess of the Share Purchase Agreement (SPA) entered with outside shareholders.

5. IMPAIRMENT OF FIXED ASSETS

Land and and Building was written down by Rs. 21,218,585/- in 2012-13 based on the realizable value of the land and building (As valued by Valuer on 17.01.2013). Based on the above valuation the management has impaired the value of Plant & Machinery and Electrical Fittings which are integral part of the above property and are having no other realizable value separately.

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

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

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

7. Rent receivable is amounting to Rs. 497, 07,130/- (PY 561, 20,434/-) against which a provision of Rs. 22,117,617/- has been made.

8. The management of CSWL Inc is implementing complete liquidation of the company with effect from July 1, 2012. In accordance with this proposed plan company has disposed of it fixed assets and receivables and payables dues from and dues to related parties only.

9. Aspire Communications P ltd and Aspire Peripherals P ltd, have also stopped their entire operations.

10. INTANGIBLE ASSET

There are no Intangible assets belonging to the group.

11. TRANSFER PRICING

The study of international transactions entered into by the Company with its overseas associates regarding the extent of compliance to the transfer pricing regulations of the Income Tax Act, 1961 is yet to be completed and the impact, if any, arising out of such study has not been recognised in these accounts pending completion of the study.

12. DEFERRED TAXATION

In view of the considerable accumulated losses in the group, no company has considered deferred tax.

13. ACQUISITIONS & DISINVESTMENT

California Software Company Ltd

a) During the year, 21-02-2014 the company had disinvested its entire holding in wholly owned subsidiary Inatech Info Solutions P Ltd by transferring the shares to Chemoil International pte ltd, Singapore a company from parent group. Share purchase agreement between two companies dated 23/12/2013 was approved by the Board of Directors in the Board Meeting held on same date. By the above SPA, the purchase consideration was fixed at Rs. 0.48/- per each of 1698985 shares of Rs. 1/- held by the company in Inatech Info Solutions P Ltd. The valuation of shares was done by an outside valuer. Based on above total purchase consideration received was Rs. 82,28,458.37.

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

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

14. In 2012-13, as a part of group strategy Company has transferred its remaining Indian operations including entire employees and contracts to its wholly owned subsidiary Inatech Infosolutions Private Limited. As part of this following Fixed Assets were transferred to Inatech Computers & Licence fee at Written Down value Rs. 635,634/- Product Solutions as per valuation Rs. 375,000/-.

Transfer of Business Assets has resulted in a profit of Rs. 3,422,968/- and was taken to the profit and loss account as an extraordinary item of the year 2012-13.

Over the years the company has made a provision for gratuity Rs. 11,030,102/-. As the entire employees were transferred this liability was taken to profit and loss account as extraordinary income in 2012-13.

15. UNSECURED LOANS FROM ASSOCIATE COMPANIES

Interest is being provided only on first three loans as per the terms of agreement between the companies. However no interest is being provided on Loans (4) and (5) from overseas companies as there is no loan agreement between these companies.

16. SEGMENT REPORTING

The Company''s operations predominantly relate to providing development of software to customers globally operating in various industry segments. Accordingly, software product and development revenues along industry classes comprise the primary basis of segmental information set out in these financial statements. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Revenue and expenses have been identified to segments on the basis of the above primary segment information viz industry segments. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to the segments on a reasonable basis, have been included under unallocable corporate income/expenses.

The Industry segments of the Company consist of: Technology Solutions (TS), Enterprise Solutions (ES), Infrastructure Management Services (IMS), and strategic Investments (SI). As a result of the sale of OPD division of the company only single segment (ES) had transactions during the year.

The company believes that it is currently not practicable to provide segment disclosures to total assets and liabilities since a meaningful segregation of available data is onerous.

17. Disclosure under AS 15 revised on Employee benefits

A) California Software co Ltd

The company has only one employee as at the year end for whom PF is being paid regularly.

18. RELATED PARTY DISCLOSURE

A) Names of related parties and description of relationship

a) List of related parties where control Exists

1. California Software company limited

Companies Having Substantial Kemoil Limited, Hong Kong

Interest Chemoil Energy Limited, Hong Kong

b) Key management personnel Mr. Bhavesh Rameshlal Chauhan

c) List of related parties where no control Exists

Fellow Subsidiaries of Chemoil corporation USA* Kemoil Limited Chemoil International Pte. Ltd., Singapore*

Chemoil Energy Limited - Singapore*

Chemoil Europe B.V., The Netherlands*

GPS Chemoil LLC (FZC) U.A.E.

Subsidiaries of the above Chemoil Advanced Management mentioned fellow subsidiaries Services Pvt. Ltd., India*

Inatech InfoSolutions Limited

Inatech Solutions UK

Inatech ME

Inatech Solutions Europe Ltd

19. Regrouping and rearranging of figures

The previous year figures have been regrouped, rearranged/amended wherever necessary to conform to the current year''s classification.

Note: Cash outflow on account of purchase of fixed assets includes effect of foreign exchange fluctuations of fixed assets of overseas subsidiaries from their date of acquisition and year end rate.

1. Taking into consideration the post sale scenario of its OPD division and considering the past performance of the subsidiaries company in the year 2011-12 decided to reassess the value of its investment in subsidiar- ies. Based on this company decided to strike off East Point Solutions Ltd accompany yet to commence business and also to withdraw from the Joint Venture Agreement with Calspence, Srilanka. It was also decided to write off excess carrying value over the book value of its Indian subsidiaries. The year under report also the management has decided to Impair the investment in its overseas subsidiary CSWL Inc ( The company has stopped all its operations) by writing off excess value over its book value and to impair the Investment in Preference shares of Inatech Info solutions P Ltd by writing off excess carrying value over the face value. Total Investment write off included in exceptional items is as given below:

2 IMPAIRMENT OF FIXED ASSETS

a) Land and and Building was written down by $ 21,218,585/- (Previous year $ 34,671,062/-) based on the realizable value of the land and building ( As valued by Valuer)

b) Furniture & fittings write off : Current year NIL. Previous year $ 85,029,837/- c) Product Solutions write: off Current year NIL. Previous year $ 35,026,741/- The above write off is over and above the regular depreciation charged during the year and hence taken to Statement of Profit and Loss as exceptional item.

3 TRADE RECEIVABLES

Trade receivable ageing more than 270 days is fully provided for over the years As on 31.03.2013 entire debts over 180 days stands provided for and balance . Excess provision is netted against balance trade receivables. Total provision as on date is $ 85,796,777. Included in trade Receivables is amount due from subsidiaries & associates $ 112,609,603/- .

4 Rent receivable is amounting to $ 56120434/- against which a provision of $ 22,117,617/- has been made.

5 TRANSFER PRICING

The study of international transactions entered into by the Company with its overseas associates regarding the extent of compliance to the transfer pricing regulations of the Income Tax Act, 1961 is yet to be completed and the impact, if any, arising out of such study has not been recognized in these accounts pending completion of the study.

6 QUANTITATIVE DETAILS

As the Company is engaged in the development and export of computer software, the production and sale of which cannot be expressed in any generic unit, the quantitative details etc., as required under the Companies Act, 1956 are not furnished.

7 SEGMENT REPORTING

7.1 The Company''s operations predominantly relate to providing development of software to customers globally operating in various industry segments. Accordingly, software product and development revenues along industry classes comprise the primary basis of segmental information set out in these financial statements. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Revenue and expenses have been identified to segments on the basis of the above primary segment information viz industry segments. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to the segments on a reasonable basis, have been included under unallocable corporate income/ expenses.

The Industry segments of the Company consist of: Technology Solutions (TS), Enterprise Solutions (ES) and Infrastructure Management Services (IMS)

7.2 The above information regarding related parties have been determined to the extent such parties have been identified on the basis of information available with the Company.

* Represents related parties with whom the company had transactions during the year

8 As at March 31, 2013 there is no interest payable to Micro and Small Enterprises as defined under the Micro Small and Medium Enterprises Development Act, 2006. This information and that disclosed under schedule 11 have been determined to the extent such par ties have been identified on the basis of information available with the Company

9 In the absence of details of specific invoice particulars in the remittance amounts realized from debtors are adjusted on First in First out Basis.

10 Settlement of dispute arising out of sale of Outsourced Product Development (OPD) Division

On April 11, 2011, company as a part of Group Strategy, entered into a Master Agreement with ALTEN EUROPE, SARL, France to sell its entire OPD business. There were disputes at the group level regarding earn outs. These disputes were settled among all the companies involved by way of an agreement entered on 10-06-2013. As a result of this agreement certain paybles due to Calsoft India labs P Ltd was settled. The income arising out of settlement of these payables $ 19,232,922/-was taken to the profit and loss account as an extraordinary item of the year under report.

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

12 The company has been unable to reconcile its schedule for expenses payables with the general ledger

13 Regrouping and rearranging of figures

The previous year figures have been regrouped, rearranged / amended wherever necessary to conform to the current year''s classification.

1. Contingent Liabilities : Nil 20,50,90,000

1.1 Guarantees given on behalf of other companies

1.2 Claims against the company not acknowledged as debt in respect of certain tax matters which are subjudice

a) Income Tax (net of deposit) 5,24,73,482 5,04,30,003

b) Sales Tax / VAT 6,48,228 6,48,228

c) Service Tax 8,52,310 8,52,310

2. Taking into consideration the post sale scenario of its OPD division and considering the past perfor- mance of the subsidiaries company decided to reassess the value of its investment in subsidiaries. Based on this company decided to strike off East Point Solutions Ltd accompany yet to commence business and also to withdraw from the Joint Venture Agreement with Calspence, Srilanka. It was also decided to write off excess carrying value over the book value of its Indian subsidiaries. Total Invest- ment write off included in exceptional items is as given below:

* The above amount includes Rs. 68,19,000 paid to former shareholders Aspire Communications Ltd.

This payment is in excess of the Share Purchase Agreement (SPA) entered with outside shareholders.

3. Impairment of Fixed Assets:

a) Land and and Building was written down by Rs.34,671,062/- based on the realizable value of the land and building ( As valued by Valuer)

b) Furniture & fittings except those utilized for the Company's business was written off fully. Amount written off is Rs. 85,029,837/-

c) Entire Product Solutions was written off fully as the same has not generated any income during the current year. Amount written off is Rs. 35,026,741/- The above write off is over and above the regular depreciation charged during the year and hence taken to Statement of Profit and Loss as exceptional item.

4. Trade Receivables

Trade receivable ageing more than 270 days is fully provided for. Included in trade Receivables is amount due from subsidiaries Rs.130,396,334/- .Out of which Rs. 112,443,410/- is due from InatechInfosolu tions Ltd and its overseas subsidiaries. Provision includes Rs. 49,107,447/- made against these receiv able from Inatech.

5. Quantitative Details

As the Company is engaged in the development and export of computer software, the production and sale of which cannot be expressed in any generic unit, the quantitative details etc., as required under the Companies Act, 1956 are not furnished

6. Segment Reporting

6.1 The Company's operations predominantly relate to providing development of software to customers globally operating in various industry segments. Accordingly, software product and development revenues along industry classes comprise the primary basis of segmental information set out in these financial statements. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Revenue and expenses have been identified to segments on the basis of the above primary segment information viz industry segments. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to the segments on a reasonable basis, have been included under unallocable corporate income/ expenses.

The Industry segments of the Company consist of: Technology Solutions (TS), Enterprise Solutions (ES) and Infrastructure Management Services (IMS)

7. Related Party Disclosure

7.1 Names of related parties and description of relationship

a) List of related parties where control Exists

Companies Having Substantial Kemoil Limited, Hong Kong

Interest Chemoil Energy Limited, Hong Kong

Subsidiaries California Software Laboratories Inc., USA (CSWL) *

Aspire Communications Private Limited, Mysore *

Inatech InfoSolutions Private Limited, Bangalore *

Subsidiary of California Software Healthnet International Inc., USA

Laboratories Inc. Waldron Limited, Japan Informed Decision corporation, USA

Aspiresoft Corporation, USA

Subsidiary of Inatech InfoSolutions Private Limited Inatech Solutions Ltd, UK *

Inatech Solutions Egypt, SAE Subsidiary of Waldron Limited Codex Co Ltd, Japan

Subsidiary of Aspire Communications Private Limited Aspire Peripherals P Ltd, Mysore

Subsidiary of Healthnet International Inc International Innovations Inc., USA

b) Key management personnel Mr.Sam Santhosh ( Part of the period) Frederik Ivor Bendle

c) List of related parties where no control Exists Chemoil corporation USA *

Fellow Subsidiaries of Kemoil Limited Chemoil International Pte. Ltd., Singapore *

Chemoil Energy Limited - Singapore*

Chemoil Europe B.V., The Netherlands *

Chemoil Terminals Corporation California, USA

Royal Melbourne Insurance Company Limited British

Virgin Islands

Chemoil Logistics Inc. British Virgin Islands

Baltic Fuel Inc. British Virgin Islands

Belgrave Investors Corp. British Virgin Islands

Cypress Maritime Ltd. British Virgin Islands

Dryden Agency Inc. British Virgin Islands

Spy Glass Maritime Ltd. British Virgin Islands

Soham Corporation. British Virgin Islands

GPS Chemoil LLC (FZC) U.A.E

Galaxy Energy Group Ltd. British Virgin Islands

Subsidiaries of the abovementioned fellow subsidiaries Chemoil Advanced Management Services Pvt. Ltd.,

India *

Chemoil Latin America, Inc. Panama

Chemoil Middle East DMCC

IPC (USA) Inc California, USA*

Andorra Services Inc. British Virgin Islands

Chemoil North America Corporation Connecticut, USA

Chemoil Pacific Pte Ltd Singapore

Ocean Connect.com Inc Delaware, USA

St.Andrews Insurance Brokers, Inc California USA

Berkshire Energy Ltd. British Virgin Islands

Chemoil Energy Philippines Inc. Philippines

Chemoil Storage Limited Marshall Islands

Chemoil Belgium N.V. Belgium

Chemoil Office Support B.V. The Netherlands

Burando Holding B.V. The Netherlands

Anand Sea Shipping Limited Marshall Islands

Faith IV Pte Ltd Singapore

Olympic Shipping Pte Ltd Singapore

Chemoil Navigation Limited - Marshall Islands

Pacifico Bunkering Services SA Panama

Cypress Bunkering Services, SA Panama

Spy Glass Bunkering Services, SA

Bonifay International Corp Panama

7.2 The above information regarding related parties have been determined to the extent such parties have been identified on the basis of information available with the Company.

* Represents related parties with whom the company had transactions during the year

8. As at March 31, 2012 there is no interest payable to Micro and Small Enterprises as defined under the Micro Small and Medium Enterprises Development Act, 2006. This information and that disclosed under schedule 11 have been determined to the extent such parties have been identified on the basis of information available with the Company

9. In the absence of details of specific invoice particulars in the remittance amounts realized from debtors are adjusted on First in First out Basis.

10. Except in respect of the following there are no statutory dues of Customs Duty, Excise Duty, Cess, Wealth Tax and Income Tax, which have not been deposited on account of a dispute

11. Sale of Outsourced Product Development (OPD) Division

On April 11, 2011, company as a part of Group Strategy, entered into a Master Agreement with ALTEN EUROPE, SARL, France to sell its entire OPD business. Total consideration for the Indian operations is US $ 3.5 million (Rs.15.8 crores) which has been received in April 2011 by Calsoft. In order to facilitate this transfer Calsoft promoted a new company named Calsoft Labs India private Limited. Entire OPD assets of Calsoft amounting to Rs.5,36,74,642/- and all the employ- ees of this segment has been transferred to the newly formed company against the issue of its equity shares. Total investment in the new company as at the previous year end was Rs. 5,48,53,561/- . As at the previous year end Calsoft and its subsidiaries Aspire Communications Private Limited and Aspire Peripherals Private Limited holds hundred percent of the share in the new company. The consideration received was apportioned between Calsoft and Aspire in the ratio 90:10. Consideration due to Aspire was transferred to Aspire by a book entry. These investments were transferred against the consideration mentioned above. Resultant profit of Rs. 6,86,65,262/- is included in exceptional items in Statement of Profit and Loss for the year. Further as per the Master Agreement unfinished contracts outstanding at the date of transfer were to be completed by Calsoft and other companies in the group and resultant sales transferred to Calsoft Labs Ltd. Rs. 54,20,107/- was transferred to Calsoft Labs during the year as per this agreement. Last of these contracts ended June, 2011.

12. Professional fees includes Rs.19,95,552/- being Professional Charges payable to Chemoil Enegy Ltd for conducting review audit of the company in the year 2009-10.

13. Regrouping and rearranging of figures

The previous year figures have been regrouped, rearranged/amended wherever necessary to conform to the current year's classification.

1.Contingent Liabilities :

March 31, March 31, 2011 2010 1.1 Guarantees given on behalf of

other companies 205,090,000 205,090,000

1.2 Claims against the company not acknowledged as debt in respect of certain income tax matters which are subjudice

a) Income Tax 504,30,003 14,901,556

b) Sales Ta x / VAT 6,48,228 Nil

c) Service Tax 8,52,310 Nil

2.The Company's investments in subsidiaries are considered as long term and strategic in nature. Accordingly, the excess of the carrying value over the net book value of the investments is considered as temporary diminution and hence no provision for the decline in value has been considered in these accounts.

3.Intangible asset- Product solutions represent cost of Product development and no additions during the year in respect of the following products:

a.Test Automation Framework (TAF)

b.Virtual IO

c.Diameter

d.Networking File System (NSF) and

e.Bunkering operations Management systems (BOMS)

The future projection in respect of the above products has been estimated by the technical department, although the existence of a market for these products is yet to be developed. However the product solutions are being amortized over a period of 5 years starting Financial Year 2008-09.

4. Debtors include Rs.47,517,389 due from Inatech Solutions Limited UK, and out of that Rs.44,854,616 has been provided for as doubtful debts. And due from Inatech Solutions Egypt Rs. 2228378 has been provided for as doubtful debts.

5. Rent receivable amounting to Rs 2,49,60,471 from Roxanne Research Private Ltd has been shown under Rs.1,28,60,448 has been provided as doubtful rent. The company has initiated legal proceedings against Roxanne.

6. Transfer Pricing

The study of international transactions entered into by the Company with its overseas associates regarding the extent of compliance to the transfer pricing regulations of the Income Ta x Act, 1961 is yet to be completed and the impact, if any, arising out of such study has not been recognized in these accounts pending completion of the study.

7. Quantitative Details

As the Company is engaged in the development and export of computer software, the production and sale of which cannot be expressed in any generic unit, the quantitative details etc., as required under the Companies Act, 1956 are not furnished

8. Segment Reporting

8.1 The Company’s operations predominantly relate to providing development of software to customers globally operating in various industry segments. Accordingly, software product and development revenues along industry classes comprise the primary basis of segmental information set out in these financial statements. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Revenue and expenses have been identified to segments on the basis of the above primary segment information viz industry segments. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to the segments on a reasonable basis, have been included under unallocable corporate income/ expenses.

The Industry segments of the Company consist of: Technology Solutions (TS), Enterprise Solutions (ES) and Infrastructure Management Services (IMS)

The company believes that it is currently not practicable to provide segment disclosures to total assets and liabilities since a meaningful segregation of available data is onerous.

9. Related Party Disclosure (In Rupees)

9.1 Names of related parties and description of Relationship

a) List of related parties where control Exists

Companies Having Substantial Kemoil Limited, Hong Kong

Interest Chemoil Energy Limited,Hong Kong

Subsidiaries California Software Laboratories Inc., USA

(CSWL) * EastPoint Solutions Ltd, Chennai Team Front Line Ltd , Cochin * Aspire Communications Private Limited, Mysore * Inatech InfoSolutions Private Limited, Bangalore * Calsoft Labs

Subsidiary of California Healthnet International Software Laboratories Inc. Inc., USA Waldron Limited, Japan Informed Decision corporation,USA Aspiresoft Corporation, USA

Subsidiary of Inatech Inatech Solutions Ltd, UK * InfoSolutions

Private Limited Inatech Solutions Egypt, SAE

Subsidiary of Waldron Codex Co Ltd, Japan Limited

Subsidiary of Aspire Aspire Peripherals P Ltd, Mysore

Communications Private Limited

Subsidiary of Healthnet International Innovations Inc.,USA

International Inc

b)Key management personnel Mr.Sam Santhosh Mr.Clyde Michael Bandy

c) List of related parties where no control Exists

Fellow Subsidiaries of Kemoil Chemoil corporation USA *

Limited Chemoil International Pte. Ltd., Singapore * Chemoil Energy Limited – Singapore* Chemoil Europe B.V., The Netherlands * Chemoil Terminals Corporation California, USA Royal Melbourne Insurance Company Limited British Virgin Islands Chemoil Logistics Inc. British Virgin Islands Baltic Fuel Inc. British Virgin Islands Belgrave Investors Corp. British Virgin Islands Cypress Maritime Ltd. British Virgin Islands Dryden Agency Inc. British Virgin Islands Spy Glass Maritime Ltd. British Virgin Islands Soham Corporation. British Virgin Islands GPS Chemoil LLC (FZC) U.A.E Galaxy Energy Group Ltd. British Virgin Islands

Subsidiaries of the Chemoil Advanced Management Services fellow subsidiaries Pvt. Ltd., India * Chemoil Latin America,Inc.Panama * Chemoil Middle East DMCC * IPC (USA) Inc California, USA Andorra Services Inc. British Virgin Islands Chemoil North America Corporation Connecticut, USA Chemoil Pacific Pte Ltd Singapore Ocean Connect.com Inc Delaware, USA St.Andrews Insurance Brokers, Inc California USA Berkshire Energy Ltd. British Virgin Islands Chemoil Energy Philippines Inc. Philippines Chemoil Storage Limited Marshall Islands Chemoil Belgium N.V. Belgium Chemoil Office Support B.V. The Netherlands Burando Holding B.V. The Netherlands Anand Sea Shipping Limited Marshall Islands Faith IV Pte Ltd Singapore Olympic Shipping Pte Ltd Singapore Chemoil Navigation Limited - Marshall Islands Pacifico Bunkering Services SA Panama Cypress Bunkering Services, SA Panama Spy Glass Bunkering Services,SA Bonifay International Corp Panama

9.2 The above information regarding related parties have been determined to the extent such parties have been identified on the basis of information Available with the Company.

* Represents related parties with whom the company had transactions during the year.

10. Deferred taxation

As at the year end company has a deferred tax asset of Rs.58,476,000 (Previous year Company had a deferred tax liability of Rs 41,529,352). The movement is mainly on account of transfer of major part of assets to a different company and also due to the carry forward loss at the end of the year.

11. As at March 31, 2011 there is no interest payable to Micro and Small Enterprises as defined under the Micro Small and Medium Enterprises Development Act, 2006. This information and that disclosed under schedule 11 have been determined to the extent such parties have been identified on the basis of information available with the Company

12. In the absence of details of specific invoice particulars in the remittance amounts realized from debtors are adjusted on First in First out Basis.

13. Expenses reimbursed to CSWL of Rs. 33,379,669 . are based on Debit notes received from them.

14. Events Occurring after balance sheet date - Sale of Outsourced Product Development (OPD) Division

On April 11, 2011, company as a part of Group Strategy , entered into a Master Agreement with ALTEN EUROPE, SARL, France to sell its entire OPD business. Total consideration for the Indian operations is US $ 3.5 million ( Rs. 15.8 crores) which has been received in April.

15 a. Further investment in Aspire Communications Private Limited

At the beginning of current year company had 57.63% of the equity share capital of Aspire Communications Private Limited , Mysore (Aspire). This was diluted to 51% when Aspire offered ESOPS to its employees for Rs.23,00,000/- which was fully subscribed. As on 18-01-2011 California Software Co Ltd ( Calsoft) and outside shareholders of Aspire entered into a Share Purchase Agreement (SPA) as per which, Calsoft was to acquire balance 49% in Aspire from the outside shareholders. Total consideration is Rs.226,45,228/- payable various dates till 31-12- 2011. As at the year end Calsoft has paid Rs. 85,85,820/-, and balance outstanding payable to outside shareholders of Aspire is Rs. 140,59,408/-. Though physical transfer of shares is yet to take place, the date of SPA is reckoned as the date of acquisition.

16 b. Investment In Calsoft Labs India Private Limited

Calsoft promoted a new company named Calsoft Labs India private Limited. Entire OPD assets of Calsoft amounting to Rs. 53674642/- and all the employees of this segment has been transferred to the newly formed company against the issue of its equity shares. Total investment in the new company as at the year end was Rs. 548,53,561/- . Incorporation and related expenses has been included in the investment cost. As at the year end Calsoft and its subsidiaries Aspire Communications Private Limited and Aspire Peripherals Private Limited holds hundred percent of the share in the new company.

17. Investment in Joint Venture Calspence Technologies Private Limited

Company has made 50% investment in a Joint Venture with AITKEN SPENCE PLC, Srilanka to promote a company named Calspence Technologies Private Limited in Srilanka. As initial investment company has paid an amount of Rs.794062/- against issue of 188753 equity shares @ of Srilankan Rs. 10/- each.

Shareholder Information

1.Date and venue of the Annual On Friday, 23rd September 2011 General Meeting at 10-00 a.m. Robert V Chandran Tower, Eighth Floor, # 149, Velachery Tambaram Main Road,Pallikaranai, Chennai-600100

2.Dates of Book Closure 20th September, 2011 to 23rd September 2011 (both days inclusive) a.Financial year 2010-11

b.Dividend payment date No dividend for the financial year 2010-11

3.Listing on Stock Exchanges 1.National Stock Exchange of and Stock Code India Ltd., Exchange Plaza, Bandra Kurla Complex, Bandra(East), Mumbai 400 051 Stock Code- CALSOFT

2.Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001. Stock ID- CALIFSOF Scrip CODE- 532386

4.Listing Fees Paid for both the above stock exchanges for 2010-11 and 2011-12

5.Registered Office Robert V Chandran Tower, Seventh Floor, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai 600100. India. Tel: 91 44 4282 9000 - 5 Fax: 91 44 4282 9012

6.Registrars and Share Integrated Enterprises (India) Transfer Agent Limited, (All Communication on share (Unit: California Software Co transfers in physical form, Co Ltd.), share certificates, dividends, Kences Towers, 2nd Floor change of address, etc., 1, Ramakrishna Street, North may be addressed to them.) Usman Road,T. Nagar, Chennai 600 017. India. email : [email protected] Tel: 91 44 2814 0801, 2814 0802 /03

7.Share Transfer System:

The Company's shares are in compulsory Dematerialialization Segment for purposes of trading. Share Transfers in Physical form are registered within a period of 15 days from the date of receipt by our Share Transfer Agents - Integrated Enterprises (India) Ltd, provided the documents are complete and the shares under transfer are not in dispute. The share certificates duly endorsed are being immediately despatched after effecting transfer. The total number of equity shares in physical form transferred during the financial year 2010-11 was 1500.

9. Investor services – complaints received during the year

The Company /Share transfer agents received no complaints from the investors during the year and all these were resolved by the year end. The company /registrars received nineteen service /information requests during the year and all these were attended during the year .The opening and closing balance of complaints and /or information /service requests was nil

18. Financial calendar (tentative and subject to change)

Financial Reporting for the first Second week of August 14, 2011 quarter ending June 30, 2011

Financial Reporting for the second Second week of November 14, 2011 quarter ending September 30, 2011

Financial Reporting for the third Second week of February 14, 2012 quarter ending December 31, 2011

Financial Reporting for the year Last week of May 31, 2012 ending March 31, 2012

19. Dematerialization of shares and liquidity

The Company’s shares have been admitted as an eligible security in the depository system of National Securities Depository Ltd. [NSDL] and Central Depository Services (India) Limited [CDSL], bearing an International Securities Identification Number (ISIN) INE526B01014 Trading on exchanges in the company’s shares is permitted only in dematerialised form compulsorily as per the circular issued by Securities and Exchange Board of India (SEBI).

As on March 31, 2011, 1,22,30,171 equity shares representing 98.91% of the Company’s equity shares were held in dematerialised form. Reconciliation of Share Capital Audit

A qualified Company Secretary carries out reconciliation of share capital audit every quarter to reconcile the total admitted capital with National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited and the total issued and listed capital. The audit confirms that the total issued/ paid up capital is in agreement with the agreegate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

20. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity Nil

21. Updation of E-mail IDs

The Ministry of Corporate Affairs has taken a 'Green Initiative' in the Corporate Governance by allowing paperless compliances by the Companies. As a result, Companies are allowed to send all communication / documents in electronic mode to its members. In order to support the green initiative and to reduce the usage of paper, your Company requests all shareholders to update their e-mail ids with their respective depository participant, where they hold shares in electronic form and to the Company's Registrar and Share Transfer agent, if the shares are held in physical form.

Frequently Asked Questions

Where and in which year was Calsoft incorporated?

Calsoft was incorporated at Chennai (Madras), in the State of Tamil Nadu, on February 6, 1992..

When did Calsoft commence its business operations?

Calsoft commenced its business operations on October 18, 1992.

When did Calsoft have its Initial Public Offer and what was the issue price?

Calsoft made its Initial Public Offer in February 1996. The issue price was Rs 30 per share.

Which Stock Exchanges are Calsoft shares are listed?

The shares of Calsoft are listed on the Stock Exchanges at Mumbai (BSE) and the National Stock Exchange (NSE).

What is the current equity capital of Calsoft?

Calsoft 's equity capital as on March 31, 2011 was Rs.12,36,50,060 comprising 12365006 equity shares of face value Rs10 each.

What is the employee strength of Calsoft?

As on March 31, 2011 Calsoft group (including all its Subsidiaries) had 266 employees, on its rolls.

What is Calsoft's dividend record?

Calsoft has been declaring and paying dividend since its inception in 1992,except for the Financial years, i.e. 2000-01, 2001-02, 2003-04, 2008-09 and 2010-11

Investor contact. How do I contact Calsoft?

Members can contact the following official at telephone numbers /email ids/postal address

The Company Secretary.

Tel: 91 44 4282 9000 Fax : 91 44 4282 9012 Email: [email protected]

The postal address for all investor queries is:

The Company Secretary, California Software Co Ltd. Robert V Chandran Tower, Seventh Floor, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai-600 100 India.

The following officials can also be contacted /written to at the above address for any unresolved issues / queries

Ms. N. Anita, Vice President Corporate Planning

Tel: 91 44 4282 9046 Email: [email protected]

The email address for any shareholder enquiries is [email protected]

For general enquiries the email address is : [email protected]

Where can I get more information about Calsoft and its activities?

Information is available on the following website: www.calsoftgroup.com Links are provided on the website for all other group companies and sites also.

How do I transfer my shares or change my address?

a. Shares held in physical form - For transfer of shares held in physical form, you have to write to the Company's Registrar and Share Transfer Agents:

Integrated Enterprises (India) Ltd, Unit: California Software Co Ltd, "Kences Towers”, Second Floor, 1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017.

Please despatch any certificates only by registered post or reliable courier service to avoid any losses in transit.

For change of address of shares held in Physical form, please write to the Registrars at the address mentioned above giving reference of your folio no.

b. Shares held in demat format - Transfer of shares in electronic form or change in address is effected through your Depository participant (DP). Please contact your D P.

c. Any other general correspondence regarding the shares transfers or unresolved issues are to be addressed to

The Company Secretary, California Software Co Ltd. Robert V Chandran Tower, Seventh Floor, # 149, Velachery Tambaram Main Road, Pallikaranai, Chennai-600 100 India.

How do I convert my physical shares to Dematerialised form? You may approach any authorized Depository Participant for opening of a demat client Account. They will guide you to fill the demat request form thereafter and undertake the process of converting the physical shares to Demat form through interaction with our Registrars. The name/s in which the demat account has been opened in have to be in the same order as they appeared in the physical share certificate.

Please visit our website www.calsoftgroup.com and refer the FAQ in ‘investors section’ to get most of the recurring queries answered along with downloadable forms and templates (for physical shareholders). You may also write to us at the addresses as mentioned in point 11-c above for any further clarity

Note: All references to Calsoft above stand for - California Software Company Ltd

1. The Company has obtained approvals dated March 7, 2005 and October 10, 2005 from Director, Software Technology Park, Chennai to set up a 100% Export Oriented Units (EOU) under STP Scheme for the development/ manufacture of computer software. The permission granted under the STP scheme stipulates that the Company would be required to achieve positive Net Foreign Exchange (NFE) for a period of five years from the date of commencement of commercial production and the company has achieved positive NFE as on date and confident of achieving the same at the end of the stipulated period.

(In Rupees) March 31, March 31, 2010 2009

2.Capital Commitments:

Estimated amount of contracts remaining NIL 2,275,615 to be executed on capital account and not Provided for (Net of advances)

3.Contingent Liabilities :

4.1 Guarantees given on behalf of other companies 205,090,000 231,235,000

4.2 Claims against the company not acknowledged as debt in respect of certain income tax matters which are subjudice 14,901,556 14,901,556

4.3 Amounts payable to Inatech Shareholders Towards Preference Shares NIL 54,430,300

5. The Companys investments in subsidiaries are considered as long term and strategic in nature. Accordingly, the excess of the carrying value over the net book value of the investments is considered as temporary diminution and hence no provision for the decline in value has been considered in these accounts.

6. Intangible asset- Product solutions represent cost of Product development and no additions during the year in respect of the following products:

a. Test Automation Framework (TAF)

b. Virtual IO

c. Diameter

d. Networking File System (NSF) and

e. Bunkering operations Management systems (BOMS)

The future projection in respect of the above products has been estimated by the technical department, although the existence of a market for these products is yet to be developed. However the product solutions are being amortized over a period of 5 years starting Financial Year 2008-09.

7. Debtors include Rs.41,673,419 due from Inatech Solutions Limited UK, and out of that Rs.26,942,544 has been provided for as doubtful debts

8. Rent receivable amounting to Rs 88, 24,000 from Roxanne Research Private Ltd has been shown under Loans and Advances, and the company is contemplating initiating legal proceeding against Roxanne Research Pvt Ltd for the default. How ever the rent receivable have been secured by a Rental Deposit of Rs 1 crore received from Roxanne.

9. Transfer Pricing

The study of international transactions entered into by the Company with its overseas associates regarding the extent of compliance to the transfer pricing regulations of the Income Ta x Act, 1961 is yet to be completed and the impact, if any, arising out of such study has not been recognized in these accounts pending completion of the study.

10. Quantitative Details

As the Company is engaged in the development and export of computer software, the production and sale of which cannot be expressed in any generic unit, the quantitative details etc., as required under the Companies

11. Segment Reporting

11.1 The Companys operations predominantly relate to providing development of software to customers globally operating in various industry segments. Accordingly, software product and development revenues along industry classes comprise the primary basis of segmental information set out in these financial statements. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Revenue and expenses have been identified to segments on the basis of the above primary segment information viz industry segments. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to the segments on a reasonable basis, have been included under unallocable corporate income/ expenses.

The Industry segments of the Company consist of: Technology Solutions (TS), Enterprise Solutions (ES) and Infrastructure Management Services (IMS)

12.3 Secondary Segment Information

Secondary segmental reporting is performed on the basis of geographical locations of customers. Revenue from external customers based on the location of customers is as below.

The company believes that it is currently not practicable to provide segment disclosures to total assets and liabilities since a meaningful segregation of available data is onerous.

13. Obligations on long-term, non-cancelable operating Leases The lease rentals charged for the year ended March 31,2010 / 2009 and maximum obligations on long-term, non-cancelable operating leases payable as per the rentals stated in the respective agreements are as follows :

14. Related Party Disclosure

15. Earnings per share

16. Deferred taxation

The deferred tax liability of Rs 41,529,352 (2009-Rs 25,500,000) has arisen mainly on account of difference between book and tax written down value of depreciable fixed assets

17. As at March 31, 2010 there is no interest payable to Micro and Small Enterprises as defined under the Micro Small and Medium Enterprises Development Act, 2006. This information and that disclosed under schedule 11 have been determined to the extent such parties have been identified on the basis of information available with the Company

18. In the absence of details of specific invoice particulars in the remittance amounts realized from debtors are adjusted on First in First out Basis.

19. Expenses reimbursed to CSWL of Rs. 82,462,350 . are based on Debit notes received from them.

20. Except in respect of the following there are no statutory dues of Customs Duty, Excise Duty, Cess, Wealth Tax and Income Tax, which have not been deposited on account of a dispute