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Notes to Accounts of Brightcom Group Ltd.

Mar 31, 2022

The EPS of Rs. 0.009 on a PAT of Rs. 171.57 lakhs for the year ended 31 March 2022 for an Equity Capital i.e. Rs.40,358.44 lakhs consisting of 2,017,921,873. Equity Shares of Rs.2/- each fully paid up and whereas the EPS of Rs. 0.16 on a PAT of Rs. 822.31 lakhs for the year ended 31 March 2021 for an Equity Capital i.e. Rs.10,153.03 lakhs consisting of 507,651,499.

38. As per Ind AS 21, the Foreign exchange fluctuation gain /( loss) on monetary items is recognized in statement of P & L a/c. The receivables have been considered at the actual rate at which the amount is realized, and on unrealized amount the rate prevailing at the reporting date. Accordingly gain/ (Loss) from Foreign Exchange fluctuation amount of Rs. (22.62)lakhs (net) has been recognized in statement Profit and Loss for the Year.

39. Segment Reporting:

The Company is mainly engaged in the area of Digital Marketing (& related) services and Software Development Services.

The company publishes standalone financial statements along with the consolidated financial statements in the annual report. Segment wise details are provided in consolidated financial statements.

40. Intra branch Transactions:

The Intra Branch transactions have been eliminated while preparing the financial statements.

41. The subsidiary (Ybrant Media Acquisition Inc., USA) has failed to pay part consideration due to Daum Global Holding Corporation in respect of acquisition of Lycos Inc., considering which the district court of New York has granted receivership of 56% shares of the Lycos Inc. back to Daum Global Holding Corporation.[Announcement under Regulation 30 (LODR) dated 9th May, 2018 on BSE].

42. Dues to Micro & Small Enterprises:

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2022.

46. .During the period under review the listed entity has received In-principle approvals from the Stock Exchanges on 1st April, 2021 for 33,18,45,000 (Thirty-Three Crore Eighteen Lakhs Forty-Five Thousand Only) convertible Warrants.

Out of the abovementioned 33,18,45,000 (Thirty-Three Crore Eighteen Lakhs Forty-Five Thousand Only) convertible Warrants, the Company has allotted 32,56,55,000 (Thirty-Two Crore Fifty-Six Lakh and Fifty-Five Thousand) equity shares against the warrants as mentioned below and the same have been listed with both BSE Limited and National Stock Exchange of India Limited:

During the period under review the Board in its meeting held on June 28, 2021 has declared Bonus issue in the ratio of 1:4 and has allotted 20,83,26,625 (Twenty Crore Eighty-Three Lakh Twenty-Six Thousand Six Hundred and Twenty-Five) equity shares.

During the period under review the Board, in its meeting held on September 16, 2021 has proposed to issue & allot 14,01,50,000 equity shares to 29 non-promoters and 1,50,00,000 convertible warrants to Mr. Shankar Sharma at Rs. 37.77/-(Rupees Thirty-Seven and Seventy-Seven Paise only) each through Preferential Issue as per the provisions of Chapter V of SEBI (ICDR) Regulations, 2018 by Postal Ballot, which was approved by the Shareholders on October 20, 2021 through requisite majority. However, the Company has received in-principle approvals from the Exchanges for 14,00,50,000 equity shares to 28 non-promoters and 1,50,00,000 convertible warrants to Mr. Shankar Sharma and has allotted the same as mentioned below.

The Warrants & Share Allotment Committee has on 9th March 2022 allotted 1,50,00,000 Equity Shares by converting warrants into equity and the same were listed on both the Exchanges with effect from April 19, 2022.

During the period under review the Board, in its meeting held on December 09, 2021 has proposed to issue & allot 1,40,70,000 equity shares at Rs. 120.02 (Rupees One Hundred & Twenty and Two paise only) each to 4 non-promoters for part consideration of other than cash i.e., against the takeover of Vuchi Media Private Limited, through Preferential Issue as per the provisions of Chapter V of SEBI (ICDR) Regulations, 2018 and the same were listed on both the Exchanges with effect from April 13, 2022.

During the period under review the Board in its meeting held on January 25, 2022 has declared Bonus issue in the ratio of 2:3 and has allotted 80,71,68,749 (Eighty Crore Seventy-One Lakh Sixty-Eight Thousand Seven Hundred and Forty-Nine only) equity shares on March 22, 2022 and the same are listed on both the Exchanges with effect from May 30, 2022.

As on the date of this report, the Company has a paid-up share capital of Rs. 40,358.44 lakhs divided into 201,79,21,873 Equity Shares of Rs. 2/- each.

47. .Financial risk management objectives and policies

The Company''s principal financial liabilities comprise, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company''s is exposed to market risk, credit risk and liquidity risk. The Company''s management oversees the management of these risks. The Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The Board of Directors reviews and makes policies for managing each of these risks, which are summarized below.

A. Credit Risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

In calculating expected credit loss, the Group has also considered historical pattern of credit loss, the likelihood of increased credit risk and consequential default considering emerging situations due to COVID -19.

Trade receivables as contract asset:

The customer credit risk is managed by the Group''s established policy, procedures and control relating to customer credit risk management. Before accepting any new customer, the Company uses an internal credit scoring system to assess the potential customer''s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed on periodic basis. Outstanding customer receivables are regularly monitored. The Company receivables turnover is quick and historically, there were no significant defaults. Ind AS requires an entity to recognize in profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised in accordance with Ind AS 109. The Company assesses at each date of statements of financial position whether a financial asset or a Company of financial assets is impaired.

B. Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining adequate reserves, continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

C. Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other market changes. Financial instruments affected by market risk include loans and borrowings and deposits.

- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Company''s exposure to the risk of changes in market interest rates is negligible.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company exposure to the risk of changes in foreign exchange rates relates primarily to the Company operating activities (when revenue or expense is denominated in a foreign currency).

The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the respective entities.

49. Dividend Payable is pending for various financial years amounting to Rs.1,301.08/-.

50. Subsequent event

Dividend declared by the Company is based on the profit available for distribution. On 30th May, 2022, the Board of Directors of the Company have proposed a final dividend of paisa 30 per share in respect of the year ended March 31, 2022 subject to the approval of shareholders at the Annual General Meeting.

51. Recent pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from April 1, 2022, as below:

Ind AS 103 - Reference to Conceptual Framework:

The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 16 - Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss. The Company does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements Ind AS 37 - Onerous Contracts - Costs of Fulfilling a Contract

The amendments specify that that the ''cost of fulfilling'' a contract comprises the ''costs that relate directly to the contract''. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 109 - Annual Improvements to Ind AS (2021)

The amendment clarifies which fees an entity includes when it applies the ''10 percent'' test of Ind AS 109 in assessing whether to derecognise a financial liability. The Company does not expect the amendment to have any significant impact in its financial statements.

Ind AS 116 - Annual Improvements to Ind AS (2021)

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives were described in that illustration. The Company does not expect the amendment to have any significant impact in its financial statements.

52. .The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020, and invited suggestions from stakeholders which are under consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

53. Impact of COVID-19 (pandemic)

The client market segments we serve are faced with challenges and opportunities arising from thevCOVID-19 pandemic and its resulting impact on the company. We believe the investments we have made, and continue to make, in our strategy will enable us to tackle these market conditions, especially in the areas of digitization of processes, migration to cloud based technologies, workplace transformation, business model transformation, enhanced cyber security controls and cost structure optimization. Further, we have successfully enabled most of our employees worldwide to work remotely and securely - thus achieving the operational stability to deliver on client commitments and ensuring our own business continuity.

The Company has taken into account all the possible impacts of COVID-19 in preparation of these standalone financial statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on revenue recognition owing to changes in cost budgets of fixed price contracts, impact on leases. The Company has carried out this assessment based on available internal and external sources of information upto the date of approval of these standalone financial statements and believes that the impact of COVID-19 is not material to these financial statements and expects to recover the carrying amount of its assets.

At the standalone level, based on our assessment we believe that the forecasted transactions are not impacted by COVID-19 pandemic. The company has also considered the effect of changes, if any.

However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration.

During the Financial year 2020-21 we had higher amount of other income compared to than that of in the financial year 2021-22. Otherwise the business operations and margins remains at same level. Due to this , the percentage of variances appear at higher level.

Current Ratio: The media and current assets being maintained at the higher level and thus resulting in the improvement in current ratio.

55. The figures of previous year have been regrouped wherever necessary.

56. The Company has spent Rs. 9.59 Lakhs on CSR activities in the areas of Education and Environmental Protection . A

detailed report on CSR forms part of this annual report.

57. The figures have been rounded off to the nearest rupee.

Mar 31, 2021

The EPS of Rs. 0.16 on a PAT of Rs. 82,231,219/- for the year ended 31^st March, 2021 for an Equity Capital i.e. Rs. 1,015,302,998/-consisting of 507,651,499 Equity Shares of Rs. 2/- each fully paid up and whereas the EPS of Rs. (0.03) on a PAT(Loss) of Rs. (14,281,227/-) for the year ended 31^st March, 2020 for an Equity Capital i.e. Rs. 952,502,998 /- consisting of 476,251,499.

Note No. 40

As per Ind AS 21, the Foreign exchange fluctuation gain /(loss) on monetary items is recognized in statement of P & L a/c. The receivables have been considered at the actual rate at which the amount is realized, and on unrealized amount the rate prevailing at the reporting date. Accordingly gain/ (Loss) from Foreign Exchange fluctuation amount of Rs. 16,072,151/- (net) has been recognised in statement Profit and Loss for the Year.

Note No. 41 : Segment Reporting

The Company is mainly engaged in the area of Digital Marketing (& related) services and Software Development Services.

The company publishes standalone financial statements along with the consolidated financial statements in the annual report. Segment wise details are provided in consolidated financial statements.

Note No. 42 : Intra branch Transactions

The Intra Branch transactions have been eliminated while preparing the financial statements.

Note No. 43

The subsidiary (Ybrant Media Acquisition Inc., USA) has failed to pay part consideration due to Daum Global Holding Corporation in respect of acquisition of Lycos Inc., considering which the district court of New York has granted receivership of 56% shares of the Lycos Inc. back to Daum Global Holding Corporation. [Announcement under Regulation 30 (LODR) dated 9^th May, 2018 on BSE].

Note No. 44 : Dues to Micro & Small Enterprises

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2021.

Note No. 45 : Confirmation of Closing Balances

The Company has sought for confirmations in respect of Trade receivables, Trade Payables, loans and advances given and received. However, the confirmations from few parties are yet to be received in respect of the said items.

Note No. 46 : Financial risk management objectives and policies

The Company''s principal financial liabilities comprise, trade and other payables. The main purpose of

these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company''s is exposed to market risk, credit risk and liquidity risk. The Company''s management oversees the management of these risks. The Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The Board of Directors reviews and a makes policies for managing each of these risks, which are summarised below.

A. Credit Risk

The Company considers a counterparty who fails to pay according to the contractual terms or obligations as a defaulted party. This is based on considering the market and economic forces in which the entities in the company''s are operating and considering the impact of COVID - 19. The Company creates provision for the amount if the credit risk of counter-party increases significantly due to its poor financial position and failure to make payment with in the due date. In calculating expected credit loss, the Group has also considered historical pattern of credit loss, the likelihood of increased credit risk and consequential default considering emerging situations due to COVID -19.

Trade receivables as contract asset

historically, there were no significant defaults. Ind AS requires an entity to recognise in profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised in accordance with Ind AS 109. The Company assesses at each date of statements of financial position whether a financial asset or a Company of financial assets is impaired.

B. Liquidity Risk

C. Market Risk

- Interest rate risk

- Foreign currency risk

â¢ Specific disclosure under âadditional regulatory requirementâ such as compliance with approved schemes of arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.

Statement of profit and loss

â¢ Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head âadditional informationâ in the notes forming part of the standalone financial statements. The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.

Note No. 51 : Impact of COVID-19 (pandemic)

Note No. 48

Dividend Payable is pending for various financial years amounting to Rs.12,20,78,295/-

Note No. 49 : Subsequent event

Dividend declared by the Company is based on the profit available for distribution. On 28^th June, 2021, the Board of Directors of the Company have proposed a final dividend of paisa 5 per share in respect of the year ended 31^stMarch, 2021 subject to the approval of shareholders at the Annual General Meeting.

Note No. 50 : Recent pronouncements

A. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on 13^th November, 2020, and has invited suggestions from stake holders which are under active consideration by the Ministry. The Company and its Indian subsidiaries will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are publish

B. On 24^th March, 2021, the Ministry of Corporate Affairs (âMCAâ) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from 1^st April, 2021. Key amendments relating to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:

Balance Sheet

â¢ Lease liabilities should be separately disclosed under the head âfinancial liabilitiesâ, duly distinguished as current or non-current.

â¢ Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period.

â¢ Specified format for disclosure of shareholding of promoters.

â¢ Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under development.

â¢ If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used.

stability to deliver on client commitments and ensuring our own business continuity.

At the standalone level, based on our assessment we believe that the forecasted transactions are not impacted by COVID-19 pandemic. The company has also considered the effect of changes, if any.

However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration.

Note No. 52

The figures of previous year have been regrouped wherever necessary.

Note No. 53

The figures have been rounded off to the nearest rupee.

Mar 31, 2018

Notes forming part of Standalone Financial Statements

NOTE NO. 27: REVENUE FROM OPERATIONS

S.No.	Particulars	Year Ending 31st March 2018	Year Ending 31st March 2017
S.No.	Particulars	Rupees	Rupees
1	Sale of Services Domestic	66,58,775	1,52,45,212
	Sale of Services Exports	1,48,48,633	10,48,85,083
	Sale of Software Exports	4,53,05,38,400	4,54,39,76,910
	Total Revenue from Operations	4,55,20,45,808	4,66,41,07,205

NOTE NO. 28: OTHER INCOME

S.No.	Particulars	Year Ending 31st March 2018	Year Ending 31st March 2017
S.No.	Particulars	Rupees	Rupees
1	Interest income	1,15,494	52,115
	Net gain/loss on foreign currency translation and transaction	(38,79,224)	(18,54,175)

	Total Other Income	(37,63,730)	(18,02,060)

NOTE NO. 29: PURCHASE/COST OF REVENUE

S.No.	Particulars	Year Ending 31st March 2018	Year Ending 31st March 2017
S.No.	Particulars	Rupees	Rupees
1	Software Purchase & Sub Contractors Cost	3,50,14,46,023	3,58,17,72,401
	Total Purchase/Cost of Revenue	3,50,14,46,023	3,58,17,72,401

NOTE NO. 30: EMPLOYEE BENEFIT EXPENSES

S.No.	Particulars	Year Ending 31st March 2018	Year Ending 31st March 2017
S.No.	Particulars	Rupees	Rupees
	Salaries.wages and allowances	49,02,20,407	50,87,26,448
1	Contribution to provident and other fund	12,40,250	21,31,680
	Staff Welfare Expenses	7,03,009	15,24,815
	Total Employee Benefit Expenses	49,21,63,666	51,23,82,943

NOTE NO. 31: OTHER OPERATING EXPENSES

S.No.	Particulars	Year Ending 31st March 2018	Year Ending 31st March 2017
S.No.	Particulars	Rupees	Rupees
1	Power & Fuel	21,85,138	37,26,089
	Rent	4,33,43,184	4,17,65,299
	Repairs & Maintenance	62,26,013	50,37,245
	Insurance	64,89,341	61,01,228
	Rates & Taxes (excluding Income Tax)	70,376	10,500
	Miscellaneous Expenses	15,01,868	11,27,546
	Payment to Auditors:
	(i) As Auditor fee	2,00,000	2,00,000
	(ii) For Tax Audit fee	1,00,000	1,00,000
	(iii) For Other Audit related Services	2,00,000	2,00,000
	Ins Fee	31,26,255	32,07,167
	Telephone, Postage and Others	1,76,41,106	1,62,23,804
	Business Promotion Expenses	7,91,86,928	6,06,48,328
	Travelling and Conveyance	2,12,34,264	1,81,33,505
	Office Maintenance	2,10,30,582	1,83,62,038
	Printing & Stationery Expenses	57,39,092	57,00,893
	Security Charges	10,27,100	9,46,170
	Consultancy Charges	2,18,80,338	2,06,97,533
	Event Sponsorship & Seminar Fee	1,56,61,659	1,48,19,197
	Web Development Expenses	6,40,89,370	5,37,62,954
	Professional Charges	1,31,18,103	1,69,95,775
	Sales and Marketing Expenses	9,79,18,810	8,87,20,289
	Books & Subscriptions	24,78,680	25,24,669
	Proivision for Impairment of Debtors	(1,26,36,639)	1,69,80,368
	Other Expenses	2,03,71,091	1,78,77,509
	Investments-written off	-	2,00,00,000
	Total Other Operating Expenses	43,21,82,659	43,38,68,106

NOTE NO. 32: FINANCE COSTS

S.No.	Particulars	Year Ending 31st March 2018	Year Ending 31st March 2017
S.No.	Particulars	Rupees	Rupees
1	Interest on Working capital Loans	12,85,74,502	12,18,63,480
	Interest on Term Loan	1,58,48,662	1,89,91,042
	Interest on Unsecured Loan	28,58,068	1,06,33,531
	Loan processing Charges & Bank Charges	5,93,897	8,39,144
	Total Finance Costs	14,78,75,129	15,23,27,197

Notes forming part of Standalone Financial Statements

33. Auditor''s Remuneration: (Amount in Rs.)
Particulars	Year ended 31st March,
	2018	2017
Statutory Audit Fees	2,00,000	2,00,000
Tax Audit Fee	1,00,000	1,00,000
Other Audit related Services	2,00,000	2,00,000
Total	5,00,000	5,00,000

34. Quantitative Details:

The Company is engaged in providing digital marketing services, development of Computer Software and services. The production and sale of such digital marketing services and software development services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under Paragraphs 5 (viii)(c) of general instructions for preparation of the Statement of Profit and Loss as per Schedule III to the companies Act,2013.

35. Related Party Transactions:

During the financial year 2017-18 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board, wherever necessary. a) Related Parties:

S.No.	Particulars	Nature of Relationship
1	M.Suresh Kumar Reddy	Chairman and Managing Director
2	Vijay Kancharla	Executive Director
3	K.Jaya Lakshmi kumari	Independent Director
4	Raghunath Allamsetty	Independent Director
5	SurabhiSinha	Independent Director
6	Yreach Media Private Limited, India	99% Owned Subsidiary
7	LIL Projects Private Limited, India	Wholly Owned Subsidiary
8	Frontier Data Management Inc, USA	Wholly Owned Subsidiary
9	International Expressions Inc, USA	Wholly Owned Subsidiary
10	Online Media Solutions Limited, Israel	Wholly Owned Subsidiary
11	Ybrant Media Acquisition Inc, USA	Wholly Owned Subsidiary
12	Dyomo Corporation, USA	Wholly Owned Subsidiary
13	Max Interactive Pty, Ltd., Australia	Wholly Owned Subsidiary
14	DreamAd, Argentina	Wholly Owned Subsidiary
15	DreamAd, Chile	Wholly Owned Subsidiary
16	Get Media Mexico Sociedad Anonima De Capital Variable, Mexico	Wholly Owned Subsidiary
17	DreamAd, Panama	Wholly Owned Subsidiary
18	DreamAd, Uruguay	Wholly Owned Subsidiary
19	Ybrant Digital Services De Publiciade Ltda, Brasil	Wholly Owned Subsidiary
20	Ybrant Digital (Brasil) Ltd., Singapore	Wholly Owned Subsidiary
21	LGS Global FZE,UAE	Wholly Owned Subsidiary
22	Lycos Inc.USA	Step down Subsidiary
23	Ybrant Employees welfare Trust	Directors acting as Trustees
24	LGSL Foundation Trust	Directors acting as Trustees
25	Apollo Lycos Netcommerce Ltd, India.	Joint Venture

b) Related Party Transactions during the year:

(I)Sales/Revenue: (Amountin Rs.)

Particulars	Year Ended 31st March
	2018	2017
Online Media Solutions Limited, Israel	NIL	2,05,01,841
Dyomo Corporation, USA	NIL	1,21,26,506
Max Interactive Pty, Ltd., Australia	NIL	78,42,845
Ybrant Technologies Inc	NIL	22,24,319
Lycos Inc -USA	NIL	1,53,72,300

c) Balances with related parties at the year end: (i) Unsecured loans from Related Parties:
Particulars	Year ended 31st March
Particulars	2018	2017
DreamAd, Panama	7,15,44,000	7,13,24,000
Frontier Data Management Inc, USA	8,45,90,049	8,43,29,933
International Expressions Inc, USA	6,84,03,609	6,81,93,266
Online Media Solutions Limited, Israel	10,25,68,080	10,22,52,680
Ybrant Media Acquisition Inc, USA	53,02,15,593	52,85,85,165
LI L Projects Pvt ltd	18,69,48,669	5,30,52,974
Yreach media Pvt ltd	62,14,000	7,72,000

[ii) Investment in Subsidiaries and Joint Ventures:
Particulars	For the Year ended 31st March
Particulars	2018	2017
DreamAd Group	54,32,40,000	54,32,40,000
Frontier Data Management Inc., USA	1,29,84,77,349	1,29,84,77,349
International Expressions Inc., USA	1,04,53,63,208	1,04,53,63,208
Online Media Solutions Limited, Israel	51,78,81,121	51,78,81,121
Ybrant Media Acquisition lnc.,USA	1,26,52,40,000	1,26,52,40,000
Max Interactive Pty Ltd.Australia	41,74,90,000	41,74,90,000
Dyomo Corporation,USA	4,67,300	4,67,300
Ybrant Digital Services De Publiciade Ltda.Brasil	2,65,932	2,65,932
Ybrant Digital (Brasil) Ltd., Singapore	45	45
LGS Global FZE.UAE	2,43,650	2,43,650
Yreach Media Pvt Ltd, India	99,000	99,000
LIL Projects private limited.	99,980	99,980
Apollo Lycos Net commerce Ltd	14,70,000	9,80,000

(Mi) Unsecured loans to Related parties:
Particulars	For the year ended 31st March
Particulars	2018	2017
Ybrant Employees welfare Trust	1,07,50,000	1,07,50,000
LGSL Foundation Trust	5,694,873	5,694,873

(iv)Account receivables
Particulars	Year Ended 31st March
	2018	2017
Online Media Solutions Limited, Israel	2,06,08,001	2,52,04,100

36. Operating Lease:

The company has taken its office premises on lease under operating lease agreement that is renewable on a periodic basis at the option of the both the lessor and the lessee. Rental expenses under those leases were Rs.4,33,43,184/- and for the previous year Rs. 4,17,65,299/-

37. Foreign Currency Outflows:

Foreign Exchange outflows as reported by the Company to Government of India and as certified by Management.

(Amount in Rs.)

Particulars	Year Ended 31st March,
	2018	2017
Foreign Travelling	47,440	68,050
Total	47,440	68,050

38. Foreign Currency Inflows:

Foreign Exchange inflows as reported by the Company to Government of India and as certified by Management.

(Amount in Rs.)

Particulars	Year Ended 31st March,
	2018	2017
Sales & Services	1,48,48,633	5,78,14,619
Realization from Trade Receivables out of Opening Balance	NIL	1,23,03,824
Total	1,48,48,633	7,01,18,443

39. Employee Benefits (Gratuity)

The details of the Company''s post - retirement benefit plans for its employees including whole-time directors are given below which are certified by an Independent Actuary.

a) Changes in the Present Value of Obligation

Particulars	For the period ending
Particulars	31- Mar- 18	31-Mar-17
Present Value of Obligation as at beginning	1,21,67,583	1,30,83,743
Current Service Cost	11,52,392	14,99,255
Interest Expense or Cost	9,18,653	10,33,616
Re-measurement (or Actuarial) (gain) / loss arising from: others	-	-
- change in demographic assumptions	-	-
- change in financial assumptions	(76,74,692)	(25,83,315)
- experience variance (Actual v assumptions)	-	-
Past Service Cost	-	-
Effect of change in foreign exchange rates	-	-
Benefits Paid	(7,12,356)	(8,65,716)
Acquisition Adjustment	-	-
Effect of business combinations or disposals	-	-
Present Va lue of Obligation as at the end	58,51,580	1,21,67,583

b) Bifurcation of Net Liability

Particulars	As on
Particulars	31-Mar-18	31-Mar-17
Current Liability (Short term)	5,73,213	6,15,385
Non-Current Liability (Long term)	52,78,367	1,15,52,198
Total Liability	58,51,580	1,21,67,583

c) Changes in the Fair Value of Plan Assets

Particulars	For the period ending
Particulars	31-Mar-18	31-Mar-17
Fair Value of Plan Assets as at the beginning	7,16,010	12,88,035
OB difference
Investment Income	54,059	1,01,755
Employer''s Contribution
Expenses	-	-
Employee''s Contribution	-	-
Benefits Paid	(7,12,356)	(6,41,074)
Return on plan assets , excluding amount recognised in net interest expense	(20,807)	(32,706)
Acquisition Adjustment
Fair Value of Plan Assets as at the end	36,906	7,16,010

d) Change in the Effect of Asset Ceiling

Particulars	For the period ending
Particulars	31-Mar-18	31-Mar-17
Effect of Asset Ceiling at the beginning
Interest Expense or Cost (to the extent not recognised in net interest expense)	-	-
Re-measurement (or Actuarial) (gain)/loss arising because of change in effect of asset ceiling
Effect of Asset Ceiling at the end

e) Expenses Recognised in the Income Statement

Particulars	For the period ending
Particulars	31-Mar-18	31-Mar-17
Current Service Cost	11,52,392	14,99,255
Past Service Cost	-	-
Loss / (Gain) on settlement	-	-
Expected return on Asset	-	-
Net Interest Cost / (1 income) on the Net Defined Benefit Liability / (Asset)	8,64,594	9,31,861
Actuarial Gain/Loss	-	-
Expenses Recognised in the Income Statement	20,16,986	24,31,116

f) Other Comprehensive Income

Particulars	For the period ending
Particulars	31-Mar-18	31-Mar-17
Actuarial (gains) / losses	-	-
- change in demographic assumptions		-
- change in financial assumptions	(76,74,692)	(25,83,315)
- experience variance (i.e. Actual experience vs assumptions)		-
- others obd difference		-
Return on plan assets, excluding amount recognized in net interest expense	20,807	32,706
Re-measurement (or Actuarial) (gain)/loss arising because of change in effect of asset ceiling	-	-
Components of defined benefit costs recognised in other comprehensive income	(76,53,885)	(25,50,609)

g) Major categories of Plan Assets (as percentage of Total Plan Assets)

Particulars	As on
Particulars	31-Mar-18	31-Mar-17
Government of India securities	-
State Government securities	-	-
High quality corporate bonds	-
Equity shares of listed companies	-	-
Property	-
Special Deposit Scheme	-	-
Funds managed by Insurer	100%	100%
Bankbalance	-	-
Other Investments	-	-
Total	100%	100%

h) Actuarial Assumptions:

The principal financial assumptions used in the valuation are shown in the table below:

Particulars	As on
Particulars	31- Mar- 18	31-Mar-17
Discount rate (per annum)	7.72%	7.55%
Salary growth rate (per annum)	6.00%	6.00%

(ii) Leave Encashment

The provision for Leave Encashment is calculated as per accrual method and included in current liability & provision.

40. Earnings Per Share:

(Amount in Rs.)

Particulars	Year Ended 31st March,
	2018	2017
Profits Attributable to Equity Share Holders	(2,94,06,903)	(2,80,79,159)
Weighted Average No. of Shares Outstanding for the Year ended
Basic	47,62,51,499	47,62,51,499
Diluted	47,62,51,499	47,62,51,499
Earnings per Share - Basic	(0.062)	(0.06)
Earnings per Share - Diluted	(0.062)	(0.06)

The EPS of Rs. (0.062) on a PAT(Loss) of Rs. (2,94,06,903/-) for the year ended 31 March 2018 for an Equity Capital i.e. Rs. 95,25,02,998 /-consisting of 47,62,51,499 Equity Shares of Rs.2/- each fully paid up and whereas the EPS of Rs.(0.06) on a PAT(Loss) of Rs. (2,80,79,159)/-) for the year ended 31 March 2017.

41. As per Ind AS 21, the Foreign exchange fluctuation gain /(loss) on monetary items is recognized in statement of P & L a/c. The receivables have been considered at the actual rate at which the amount is realized, and on unrealized amount the rate prevailing at the reporting date. Accordingly gain/ (Loss) from Foreign Exchange fluctuation amount of Rs. (38,79,224)/- (net) has been recognised in statement Profit and Loss for the Year.

42. Segment Reporting:

The Company is mainly engaged in the area of Digital Marketing (& related) services and Software Development Services.

The company publishes standalone financial statements along with the consolidated financial statements in the annual report. Segment wise

details are provided in Consolidated financial statements.

43. Intra branch Transactions:

The Intra Branch transactions have been eliminated while preparing the financial statements.

44. The subsidary (Ybrant media Acquisition Inc, USA) has faild to pay part consideration due to Daum Global Holding Corporation in respect of acquisition of Lycos Inc, considering which District court of New York has granted receivership of 56% shares of the Lycos Inc, back to Daum Global Holding Corporation [Announcement under regulation 30 (LODR) dated 9th May, 2018 on BSE]

45. Dues to Micro & Small Enterprises:

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2018.

46. Confirmation of Closing Balances:

47. Contingent Liabilities & Guarantees:

(Amount in Rs.)

Particulars	Name of the Bank /Party	Year ending 31th March, 2018
Disputed Service tax Liability for the period May 2008 to September 2011	Appeal made to Central Excise & Service Tax Appellate Tribunal, Hyderabad.	14,60,05,131
Disputed Service tax Liability for the period May 2008 to September 2011	Appeal made to Central Excise & Service Tax Appellate Tribunal, Hyderabad.	4,13,23,149
Disputed Income Tax Liability for the A.Y.2006-07 to A.Y. 2009-10.	CIT(Appeals)/ITAT	29,85,352
Disputed Income Tax Liability for the A.Y.2010-11 to A.Y. 2013-14.	CIT(Appeals)/ITAT	5,54,18,296
Disputed Income Tax Liability for the A.Y.2014-2015 and A.Y. 2015-16.	CIT(Appeals)/ITAT	41,40,87,310
Corporate Guarantee for Acquiring Lycos lnc (USD4Mn)*	Daum Global Holdings Corp, Republic of Korea	26,01,60,000
SE Investments Loan	SE Investments Mumbai (Principal loan amount was repaid. SE Investments has issued notice to pay the penalty & delay charges. Negotiations are in process to reduce and settle the account).	1,01,23,233

* Assumption: 1 USD = Rs.65.04 (Closing rate as on 31st March 2018)

48.The Dividend related 2009-10 Rs. 1,17,362/- has been transferred to Investors education and protection fund.

49. Dividend Payable is pending for various financial years amounting to Rs.10,45,28,268/-

Financial Year	Amount Due
2010-11	95,656
2011-12	7,85,48,581
2015-16	2,58,84,031
Total	10,45,28,268

50. The figures of previous year have been regrouped wherever necessary.

51. The figures have been rounded off to the nearest rupee.

Notes forming part of Standalone financial statements

AS PER OUR REPORT OF EVEN DATE
For P C N & ASSOCIATES	For and on behalf of the Board
(Formerly Known as Chandra Babu Naidu& Co.,) CHARTERED ACCOUNTANTS FRN: 016016S	Lycos Internet Limited
CHANDRA BABU M	M.Suresh Kumar Reddy	Vijay Kancharla
PARTNER	Chairman & Managing Director	Executive Director

Membership Number: 227849
Place : Hyderabad Date : 29-05-2018	Y.Srinivasa Rao Chief Financial Officer	V.Sri Lakshmi Company Secretary

Mar 31, 2016

1. QUANTITATIVE DETAILS:

The Company is engaged in providing digital marketing services, development of Computer Software and services. The production and sale of such digital marketing services and software development services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under Paragraphs 5 (viii)(c) of general instructions for preparation of the Statement of Profit and Loss as per Schedule III to the companies Act,2013.

2. Related Party Transactions:

During the financial year 2015-16 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary.

3. Operating Lease:

The company has taken its office premises on lease under operating lease agreement that is renewable on a periodic basis at the option of the both the lessor and the lessee. Rental expenses under those leases were Rs.3,89,44,812/- and for the previous year Rs. 3,88,11,587/

4. Foreign Currency Outflows:

Foreign Exchange outflows as reported by the Company to Government of India and as certified by Management.

5. Foreign Currency Inflows:

Foreign Exchange inflows as reported by the Company to Government of India and as certified by Management.

6. Employee Benefits ( Gratuity)

The details of the Companyâs post - retirement benefit plans for its employees including whole-time directors are given below which are certified by an Independent Actuary.

e) Assumptions:

Assumptions made for the purpose of Gratuity valuation

(ii) Leave Encashment

The provision for Leave Encashment is calculated as per accrual method and included in current liability & provision.

The EPS of Rs. 0.01 on a PAT of Rs.34,31,484/- for the year ended 31 March 2016 for an Equity Capital i.e. Rs. 95,25,02,998 /- consisting of 47,62,51,499 Equity Shares of Rs.2/- each fully paid up and whereas the EPS of Rs.0.04 on a PAT of Rs. 1,74,44,453/- for the year ended 31 March 2015.

7. In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss transferred to P & L a/c. The receivables have been considered at the actual rate at which the amount is realized and accordingly Gain from Foreign Exchange fluctuation and Integral transactions of Rs. 6,37,49,730/- (net) has been reflected in Profit and Loss Account for the Year.

8. Segment Reporting:

The Company is mainly engaged in the area of Digital Marketing (& related) services and Software Development Services.

The company publishes standalone financial statements along with the consolidated financial statements in the annual report.

9. Intra branch Transactions:

The Intra Branch transactions have been eliminated while preparing the financial statements.

10. Dues to Micro & Small Enterprises:

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2016.

11. Confirmation of Closing Balances:

12. The Company has not incurred the amount provided for CSR purposes during the FY 2014-15 and the company is in the process of spending the same. Further the company is not required to spend any amount towards CSR for the FY 2015-16.

13. In our opinion, and according to the information and explanations given to us with respect to repayment of dues to Banks/financial institutions their status is not standard and the Company has defaulted in payment to the extent of amounting to Rs. 3.92 crores towards Principal and amounting to Rs. 35.93 Lakhs towards interest.

14. The Dividend related 2007-08 for an amount of Rs. 98307/- has been transferred to Investors education and protection fund.

15. The figures of previous year have been regrouped wherever necessary.

16. The figures have been rounded off to the nearest rupee.

Mar 31, 2015

1. Quantitative Details

The Company is engaged in providing digital marketing services, development of Computer Software and services. The production and sale of such digital marketing services and software development services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under Paragraphs 5 (viii)(c) of general instructions for preparation of the Statement of Profit and Loss as per Schedule III to the companies Act,2013.

2. Related Party Transactions

During the financial year 2014-15 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary.

(a) Related Parties

S. Particulars Nature of Relationship No

1 M.Suresh Kumar Reddy Chairman and Managing Director

2 Vijay Kancharla Director

3 Yreach Media Private Limited, India 99% Owned Subsidiary

4 Frontier Data Management Inc. USA Wholly Owned Subsidiary

5 International Expressions Inc. USA Wholly Owned Subsidiary

6 Online Media Solutions Limited, Israel Wholly Owned Subsidiary

7 Ybrant Media Acquisition Inc. USA Wholly Owned Subsidiary

8 Dyomo Corporation, USA Wholly Owned Subsidiary

9 Max Interactive Pty, Ltd., Australia Wholly Owned Subsidiary

10 DreamAd, Argentina Wholly Owned Subsidiary

11 DreamAd, Chile Wholly Owned Subsidiary

12 Get Media Mexico Sociedad Anonima De Wholly Owned Subsidiary Capital Variable, Mexico

13 DreamAd, Panama Wholly Owned Subsidiary

14 DreamAd, Uruguay Wholly Owned Subsidiary

15 Ybrant Digital Servicos De Wholly Owned Subsidiary Publiciade Ltda, Brasil

16 Ybrant Digital (Brasil) Ltd., Wholly Owned Subsidiary Singapore

17 LGS Global FZE, UAE Wholly Owned Subsidiary

18 Lycos Inc. Stepdown Subsidiary

19 Ybrant Employees welfare Trust Directors acting as Trustees

20 LGSL Foundation Trust Directors acting as Trustees

3. Operating Lease

The company has taken for its office premises on lease under operating lease agreement that is renewable on a periodic basis at the option of the both the lessor and the lessee. Rental expenses under those leases were Rs.3,88,11,587/- and for the previous year Rs.3,92,88,628/-

In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss debited to P & L a/c. The receivables have been considered at the actual rate at which the amount is realized and accordingly Gain from Foreign Exchange fluctuation and Integral transactions of Rs. 9,70,13,182/- (net) has been reflected in Profit and Loss Account for theYear.(Previous year Rs. 3,00,19,651).

4.Intra branch Transactions

The Intra Branch transactions have been eliminated while preparing the financial statements.

5. Dues to Micro & Small Enterprises

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2015.

6. Confirmation of Closing Balances

Closing Balances ofthe Debtors, Creditors & Loans and Advances are subject to Confirmations

7. Segment Reporting:

The Company is mainly engaged in the area of providing Software Development Services and Digital Marketing and related services.

The company publishes standalone financial statements along with the consolidated financial statements in the annual report. In accordance with the AS-17, Segment Reporting, the company has disclosed the Segment information in the consolidated financial statements.

8. Contingent Liabilities & Guarantees

(i) Unsecured loans from Related Parties:

Particu|ars Name of the Bank / Party

Corporate Guarantee for Daum Global Holdings Corp, Acquiring Lycos Inc (USD Republic of Korea 4 Mn)

Corporate Guarantee for ICICI Bank Limited, New Foreign Currency Term York Branch, USA(i) Loan (FCTL) (USD 10Mn)

Bank Guarantees for Axis Bank, S.R.Nagar Branch, Tender Participation & Hyderabad, Telangana, India (ii) Performance Guarantees

Bank Guarantees for ICICI Bank, Jubilee Hills Branch, Performance Guarantees Hyderabad, Telangana, India

Inland Letter of Credit for Axis Bank, S.R.Nagar Branch, purchase of Software Hyderabad, Telangana, India products.

Corporate Guarantee Lakshmi Vilas Bank.D No 8-3-248/1/7/7 given for the loan taken & 8,Nagarjuna Hills Main Road, by Tesla Projects Private Panjagutta HyderabadTelangana,, Limited. India (iii)

Disputed Service tax Appeal made to Central Excise & Liability for the period Service Tax Appellate Tribunal, May 2008 to Bangalore September 2011

Disputed Income Tax Appeal Made to CIT(Appeals)ITAT, Liability from A.Y.2006 Hyderabad -07 to A.Y 2010-11

Disputed Sales Tax Appeal made to Sales Tax liability for the A.Y.2010-11 Appellate Tribunal, Hyderabad (iv)

SE Investments Loan SE Investments Mumbai (v)

Particu|ars Year Ended Year Ended 31st March, 2015 31st March, Rupees 2014 Rupees

Corporate Guarantee for 25,03,60,000 24,04,00,000 Acquiring Lycos Inc (USD 4 Mn)

Corporate Guarantee for NIL 60,10,00,000 Foreign Currency Term Loan (FCTL) (USD 10Mn)

Bank Guarantees for NIL 90,00,000 Tender Participation & Performance Guarantees

Bank Guarantees for 27,72,278 NIL Performance Guarantees

Inland Letter of Credit for NIL 3,10,00,000 purchase of Software products.

Corporate Guarantee NIL 1,90,00,000 given for the loan taken by Tesla Projects Private Limited.

Disputed Service tax 14,60,05,131 14,60,05,131 Liability for the period May 2008 to September 2011

Disputed Income Tax 20,13,55,044 3,87,72,490 Liability from A.Y.2006 -07 to A.Y 2010-11

Disputed Sales Tax NIL 4,12,35,944 liability for the A.Y.2010-11

SE Investments Loan 1,01,23,233 NIL

* Assumption: 1 USD = Rs.62.59 (Closing rate as on 31st March 2015)

(I) The Loan taken by the Ybrant Media Acquisition Inc. USA (Wholly owned subsidiary) to which corporate guarantee was given by the company, has been closed during the year under consideration. However the NOC was yet to be received from ICICI Bank.

(II) The BG is closed and there was no liability as on 31st March,2015. NOC yet to be received from bank.

(III) This BG was closed & there was no liability as on 31st March,2015 The bank has given NOC and necessary filings are yet to be done.

(IV) The Appeal made to Sales Tax Appellate Tribunal has been disposed off during the year and there was no liability as on 31st March, 2015.

(V) The loan facility from SE Investments limited is secured by pledge of shares of held by the promoters and the personal guarantee of the promoterdirectors. Principal loan amount was repaid. The penalty & delay charges are yet to be paid . Negotiations are in process to reduce and settle the account.

9. Depreciation on Fixed Assets

(A) In accordance with provisions of Schedule II of Companies Act 2013, in case of fixed assets which have completed the useful life as at 31st march 2014,the carrying value as on 1.04.2014 amounting to Rs.3,31,27,074/- has been recognized in the Retained earnings as a transitional provision. Further in case of assets acquired prior to 1st April, 2014,whose useful life exists, the carrying value of assets is depreciated over the remaining useful life as specified in the companies Act, 2013 effective1st April, 2014

(B) Consequent to the implementation of the provisions of the Schedule II of the Companies Act, 2013, the depreciation and amortization expenses for the year increased by Rs.5,84,41,466.

(C) During the year the company has made adjustments relating to Intangible assets worth Rs.67,68,72,873/- which were totally amortized up to 31st March 2014.The same has been removed from the gross block and accumulated depreciation accordingly in the current financial year 2014-15.

(D) The useful life of the lease hold building is complete and the asset is no longer useful. Hence the value of the same for Rs.31,69,690/-has been transferred is to Retained earnings.

10. The Term loan from SBI of Rs.400 Lakhs was repaid during the year. However the necessary filings are yet to be made with ROC.

11. The filing of satisfaction charge with ROC, for the Term Loan taken from ICICI bank amounting to Rs.3000 Lakhs was not done, due to non-receipt of NOC from the Bank.

12. The filing of satisfaction charge with ROC, for the Loan taken from SBI Global Factors Ltd amounting to Rs.1750 Lakhs was not done, due to non-receipt of NOC from the Bank.

13. During the financial year 2014 - 15 the Company has repaid Rs. 19.21Crores of debt. In the process there were a few delays / defaults in repayments of dues to banks and financial institutions. Such amounts with respect to interest payment were Rs. 15.79 Crores and in respect of principal repayment amounting to Rs10.23 Crores. Interest payments were related to interests on working capital and term loans. Principal repayments were related to term to term loan instalments. The primary cause of such occurrences was due to international group operations and difficulties in moving the cash flows to India.

14. The figures of pervious year have been regrouped wherever necessary.

15. The figures have been rounded off to the nearest rupee.

Mar 31, 2014

Long Term Borrowing

Notes:

Note No. 4(a): Term Loan of Rs. 400 lakhs from State Bank of India are secured by current assets, Fixed Assets, Pledge of Promoters shares immovable properties and personal guarantee of Promoter Directors. During the year CC limit from SBI was converted into WDCL hence the same is included in the Long term borrowings.

Note No. 4(b): Term Loan of Rs. 450 lakhs from Canara Bank are secured by current assets, Fixed Assets, Pledge of Promoters shares and personal guarantee of Promoter Directors

Short Term Borowings

Notes:

Note No 8(a): Working Capital of Rs 4500 lakhs and Bank Guarantee LC of Rs 400 Lakhs and Rs 200 lakhs Loan Equivalent Risk (LER) from Axis Bank Ltd are secured by charge on current assets, Fixed Assets, Pledge of promoters, immovable properties shares and personal Guarantee of Promoter Directors.

Note No 8(b):Working Capital of Rs 3000 Lakhs, and Bank Guarantee of Rs 1000 lakhs from State Bank of India are secured by Current Assets, Fixed Assets, Pledge of Promoters shares, Immovable property and personal guarantee of Promoter Directors

Note No 8(c):Working Capital of Rs 3500 lakhs and Bank Guarantee of Rs 1000 Lakhs from Canara Bank are secured by charge on Current Assets, Fixed Assets, Pledge of promoters shares, immovable property and personal guarantee of Promoter Directors.

Quantitative Details:

The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the Information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

Disclosure on Related Party Transactions:

During the financial year 2013-14 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary.

Operating Lease:

The company has taken its office premises on lease under operating lease agreement that is renewable on a periodic basis at the option of the both the lessor and the lessee. Rental expenses under those leases were Rs. 39,288,628/- and for the previous year Rs. 58,821,733/-.

* In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss debited to P & L a/c. The receivables have been considered at the actual rate at which the amount is realized and accordingly Gain from Foreign Exchange fluctuation and Integral transactions of Rs. 30,019,651/- (net) has been reflected in Profit and Loss Account for the Year.

Segment Reporting:

The Company is mainly engaged in the area of providing Software Development Services and Digital Marketing and related services. The company publishes standalone financial statements along with the consolidated financial statements in the annual report. In accordance with the AS-17, Segment Reporting, the company has disclosed the Segment information in the consolidated financial statements.

Intra branch Transactions:

The Intra Branch transactions have been eliminated while preparing the financial statements.

Dues to Micro & Small Enterprises:

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2014.

Confirmation of Closing Balances:

Closing Balances of Debtors, Creditors, Loans and Advances are subject to confirmations.

Contingent Liabilities & Guarantees:

Particulars Name of the Bank / Party

Corporate Guarantee for Acquiring Daum Global Holdings Corp, Republic Lycos Inc (USD 4 Mn) of Korea

Corporate Guarantee for Foreign ICICI Bank Limited, New York Branch, Currency Term Loan(FCTL) (USD 10Mn) USA

Bank Guarantees for Tender Partic- Axis Bank, S.R.Nagar Branch, ipation & Performance Guarantees Hyderabad, Andhra Pradesh, India

Inland Letter of Credit for Axis Bank, S.R.Nagar Branch, purchase of Software products Hyderabad, Andhra Pradesh, India

Foreign Letter of Credit for Canara Bank, Prime Corporate Branch, Purchase of Software Products Secunderabad, Andhra Pradesh, India (USD 0.9 Mn)

Corporate Guarantee given for the Lakshmi Vilas Bank. D No loan taken by Tesla Projects 8-3-248/1/7/7 & 8, Anjani Cement Private Limited Centre Nagarjuna Hills Main Road, Panjagutta Hyderabad Andhra Pradesh, India

Disputed Service Tax Liability for Appeal made to Central Excise & the period May 2008 to September Service Tax Appellate Tribunal, 2011 Bangalore

Disputed Income Tax Liability for Appeal made to CIT(Appeals), the A.Y 2009-10 Hyderabad

Disputed Sales Tax Liability for Appeal made to Sales Tax Appellate the A.Y 2010-11 Tribunal, Hyderabad

Particulars Year Ended Year Ended March 31, 2014 31 March, 2013

Corporate Guarantee for Acquiring 24,04,00,000 21,75,60,000 Lycos Inc (USD 4 Mn)

Corporate Guarantee for Foreign 60,10,00,000 54,39,00,000 Currency Term Loan(FCTL) (USD 10Mn)

Bank Guarantees for Tender Partic- 90,00,000 90,00,000 ipation & Performance Guarantees

Inland Letter of Credit for 310,00,000 3,10,00,000 purchase of Software products

Foreign Letter of Credit for NIL 4,89,51,000 Purchase of Software Products (USD 0.9 Mn)

Corporate Guarantee given for the 1,90,00,000 1,90,00,000 loan taken by Tesla Projects Private Limited

Disputed Service Tax Liability for 14,60,05,131 NIL the period May 2008 to September 2011

Disputed Income Tax Liability for 3,87,72,490 3,87,72,490 the A.Y 2009-10

Disputed Sales Tax Liability for 4,12,35,944 4,12,35,944 the A.Y 2010-11

* Assumption: 1 USD = Rs.60.10 (Closing rate as on 31st March 2014)

* During the year under consideration, the company has valued its Intangible assets and has recognized impairment loss on the following Intangible Assets during the Financial Year 2013-14:

i. Goodwill arised on Merger in the year 2011-12 for Rs. 9,72,99,911 with an accumulated depreciation of Rs. 1,94,59,982 at the beginning of the year, has been valued and an Impairment Loss of Rs. 7,78,39,929 has been recognized in the books of the company during the financial year.

ii. Computer Products/Rights acquired during the year''s 2010-11 & 2011-12 having Gross Block of Rs. 33,68,09,464 with an accumulated depreciation of Rs. 5,45,01,850 on 1st April, 2013 has been valued and an Impairment Loss of Rs. 28,23,07,614 is recognized in the books of accounts.

iii. Other Intangible Assets acquired in the year 2009-10, having Gross Block of Rs. 18,14,45,503 and Accumulated Depreciation of Rs. 5,92,61,552 as on 01st April, 2013 has been valued and the Impairment Loss of Rs. 12,21,83,951 is recognized in the Books of the Company.

* The figures of previous year have been regrouped wherever necessary.

* The figures have been rounded off to the nearest rupee.

Mar 31, 2013

Company Overview:

Ybrant Digital Limited, offers digital marketing solutions to businesses, agencies and online publishers worldwide. Ybrant Digital connects Advertisers with their Audience across any form of Digital Media, using its massive local presence to deliver appropriate messages to the right audience, through the most relevant Digital channels. Ybrant Digital has a global presence, with offices in over 24 countries.

Ybrant Digital Limited is also a Global Information Technology Implementation and Outsourcing Services Provider with an exceptional track record of providing high quality, on-budget, and on-time solutions to demanding clients. Our business knowledge in key verticals helps us provide solutions that arc customized to address the specific needs while focusing on maximizing value of Information Technology investments such that clients can achieve their business objectives. We believe in fostering long-term relationships, and partner with our clients in their success. Ybrant Provides End-to-end Enterprise Solution Offerings and Specializing in ERP Solutions, Microsoft and Open Source Systems development.

Basis of Preparation:

The financial statements have been prepared to comply in all material respects with the accounting standards notified by Companies Accounting Standards Rules, 2006 and the relevant provisions of the Companies Act, 1956 (''the Act"). The financial statements have been prepared under historical cost convention on an accrual basis in accordance with accounting principles generally accepted in India. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year:

Use of Estimates:

The preparation of financial statements is in conformity with generally accepted accounting principles require the management to make estimates and assumptions mat affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the result of operations during the reporting period. Although these estimates are based upon management''s best knowledge of current events and actions, actual results could differ from these estimates. Significant estimates used by the management in the preparation of these financial statements include estimates of the economic useful lives of fixed assets and provisions for bad and doubtful debts. Any revision to accounting estimates is recognized prospectively.

Foreign Currency Outflows:

Foreign Exchange outflows as reported by the Company to Government of India and as certified by Management.

Foreign Currency Inflows:

Foreign Exchange inflows as reported by the Company to Government of India and as certified by Management.

In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss debited to P & l.a/c. The receivables have been considered at the actual rate at which the amount is realized and accordingly Gain from Foreign Exchange fluctuation and Integral transactions of Rs.8,73,48,776 /-(net) has been reflected in Profit and J-oss Account for the Year.

1.Segment Reporting:

The Company is mainly engaged in the area ofproviding Software Development Services and Digital Marketing and related services.

The company publishes standalone financial statements along with the consolidated financial statements in the annual report. In accordance with the AS-17, Segment Reporting, the company has disclosed the Segment information in the consolidated financial statements.

2. Intra branch Transactions:

The Intra Branch transactions have been eliminated while preparing the financial statements.

3. Dues to Micro & Small Enterprises:

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2013.

4. Confirmation of Closing Balances:

Closing Balances of Debtors, Creditors, lx>ans and Advances are subject to confirmations.

5. Bad Debts written off: during the financial year 2012-13, the Company has written off an amount of Rs.59.93 Crores as bad debts

6. The figures of previous year have been regrouped wherever necessary.

7. The figures have been rounded off to the nearest rupee.

Mar 31, 2012

* The data pertaining to shareholding more than 5% as on 31st March 2012 was given based on the scheme of amalgamation and as per the court order dated 11-04-2012 which is effective from appointed date i.e.1st April, 2011, the corresponding previous years shares data pertains to LGS Global Ltd (premerged entity).

** As the shareholding of these shareholders is not more than 5% as on 31 March 2012, their shareholding is not mentioned

As per the Scheme of Amalgamation, the Consideration is " 6 Equity Shares of Rs. 10/- each of the Transferee Company would be issued for every 1 equity share of Rs. 10 each held by shareholders of transferor company. Accordingly 75,137,972 Equity Shares of Transferor Company are converted into 450,827,832 Fully Paid up Equity Shares of Rs. 10/- each of the Transferee Company".

As per the Scheme of Amalgamation, the Equity Share Capital is reorganised by cancellation of Rs. 8/- of Every Equity share of Rs. 10/- Fully Paid Up i.e. Rs. 4,762,514,990/- divided into 476,251,499 Equity Shares of Rs. 10/- Each Fully Paid to Rs. 952,502,998/- divided into 476,251,499 Equity Shares of Rs. 2/- Each Fully Paid.

Difference of Rs. 8/- Per Equity Share i.e. Rs. 3,810,011,992/- arising on account of Re-organisation Equity Share Capital persuant to the Scheme is credited to Capital Reserve as given in Note No: 2.

Notes:

Note No. 1(a): Term Loans From ICICI Bank: Exclusive Charge on Current Assets & Exclusive Charge on Movable Fixed Assets

Note No. 1(b): Term Loan of Rs. 400 lakhs from State Bank of India are secured by current assets, Fixed Assets, Pledge of Promoters shares and personal guarantee of Promoter Directors

Note No. 1(c): Term Loan of Rs. 450 lakhs from Canara Bank are secured by current assets, Fixed Assets, Pledge of Promoters shares and personal guarantee of Promoter Directors

Notes:

Note No 2(a): Working Capital of Rs. 4500 lakhs and Bank Guarantee of Rs. 400 Lakhs from Axis Bank Ltd are secured by charge on current assets, Fixed Assets, Pledge of promoters shares and personal Guarantee of Promoter Directors.

Note No 2(b): Working Capital of Rs. 3000 Lakhs, and Bank Guarantee of Rs. 1000 lakhs from State Bank of India are secured by current assets, Fixed Assets, Pledge of Promoters shares and personal guarantee of Promoter Directors

Note No 2(c): Working Capital of Rs. 3500 lakhs and Bank Guarantee of Rs. 1000 Lakhs from Canara Bank are secured by charge on current assets, Fixed Assets, Pledge of promoters shares and personal Guarantee of Promoter Directors.

a) Scheme of Amalgamation:

A scheme of amalgamation is presented under Section 391 to 394 and other applicable provisions of the Companies Act, 1956 for the transfer and merger of YDL with LGS Global Limited.

(i) Brief Note About YDL:

YDL / Transferor Company was originally incorporated as a Private Limited Company under the name and style of USA Greetings (India) Private Limited in the State of Andhra Pradesh on 28th March, 2000 under the Certificate of Incorporation No. 01-34055 of 1999-2000.

Later on the Company had changed its name to M/s. Ybrant Technologies (India) Private Limited and a fresh Certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 7th November, 2000. Later on the Company had converted itself into a Public Limited Company by changing its name to Ybrant Technologies (India) Limited and a fresh certificate of Incorporation consequent on conversion under Section 31/44 of the Companies Act, 1956 was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 23rd August, 2005.

Later on the Company had changed its name to M/s. Ybrant Technologies Limited and a fresh Certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 21st February, 2006. Later on the name of the Company was changed to its present name i.e. M/s. YDL and a fresh Certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, and Hyderabad on 15th April, 2008 after complying with the necessary formalities under the Companies Act, 1956.

(ii) Brief Note About LGS Global Limited:

LGS Global Limited / Transferee Company was originally incorporated as a Public Limited company under the name and style of Lanco Global Limited in the State of Andhra Pradesh on 28th January, 1999 under the Certificate of Incorporation no.01-30996 of 1998-1999. Later on the Company had changed its name to its present name i.e .M/s. LGS Global Limited and a fresh Certificate of Incorporation consequent on change of name was issued by the Registrar of Companies, Andhra Pradesh, Hyderabad on 5th November, 2008 after complying with the necessary formalities under the Companies Act, 1956.

b) Effective date of Scheme of Amalgamation Approved:

The scheme of amalgamation of YDL (Transferor Company) with LGS Global Limited (Transferee Company) with effect from 01st April 2011 (the appointed date) has been approved by the Hon''ble High Court of Andhra Pradesh. Vide its Order dated 11th April 2012.

Quantitative Details:

The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

Operating Lease:

The company has taken its office premises on lease under operating lease agreement that is renewable on a periodic basis at the option of the both the lessor and the lessee. Rental expenses under those leases were Rs. 18,953,128/- and for the previous year Rs. 16,433,230/-.

Foreign Currency Outflows:

Foreign Exchange outflows as reported by the Company to Government of India and as certified by Management.

Foreign Currency Inflows:

Foreign Exchange inflows as reported by the Company to Government of India and as certified by Management.

Employee Benefits ( Gratuity)

The details of the Company''s post - retirement benefit plans for its employees including whole-time directors are given below which are certified by an Independent Actuary.

The EPS of Rs. 1.00 on a PAT of Rs. 477,701,455/- for the year ended 31 March 2012 is for the post merged entity and is based on an Equity Capital i.e. Rs. 952,502,998/- consisting of 476,251,499 Equity Shares of Rs. 2/- each fully paid up and whereas the EPS of Rs. 8.10 on a PAT of Rs. 205,949,432/- for the year ended 31 March 2011 and is for the pre-merged entity (LGS) and is based on Equity Capital i.e. Rs. 254,236,670 consisting of 25,423,667 Equity Shares of Rs. 10/-each fully paid up.

In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss debited to P & L a/c. The receivables have been considered at the actual rate at which the amount is realised and accordingly Gain from Foreign Exchange fluctuation and Integral transactions of Rs. 60,741,789/- (net) has been reflected in Profit and Loss Account for the Year.

Segment Reporting:

The Company is mainly engaged in the area of providing Software Development Services and Digital Marketing and related services.

The company publishes standalone financial statements along with the consolidated financial statements in the annual report. In accordance with the AS-17, Segment Reporting, the company has disclosed the Segment information in the consolidated financial statements.

Intra branch Transactions:

The Intra Branch transactions have been eliminated while preparing the financial statements.

Dues to Micro & Small Enterprises:

There are no overdue principle amounts and interest thereon payable to Micro Enterprises and Small Enterprises, as at 31-03-2012.

Confirmation of Closing Balances:

Closing Balances of Debtors, Creditors, Loans and Advances are subject to confirmations.

Capitalisation of Work In Progress:

During the financial year, the company has capitalised the Capital Work In progress of Rs. 245,852,364/- as Software Products and claimed depreciation on the same.

* Assumption: 1 USD = Rs. 51.16 (Closing rate as on 31st March 2012

Dividend as recommended by the Board of Directors is provided in the accounts and it is pending for shareholders/lending Institutions approval. The Provision for current dividend tax is provided in the accounts.

The previous year figures are pertaining to LGS Global Limited i.e Pre Merged Entity and does not include Pre merger financials of Ybrant Digital Limited.

The figures of previous year have been regrouped wherever necessary.

The figures have been rounded off to the nearest rupee.

Mar 31, 2011

1. Particulars of Employees in accordance with Sub section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not applicable as there is no employees covered under this section.

2. The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

3. Related Party Transactions:

During the financial year 2010 -11 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary. 3K technologies is a related party only upto 07-12-2010.

4. The Company has debited the amount of Rs. 1,22,63,597/- towards the one fifth Goodwill written off for the year 2010-11 being the goodwill arised on merger of Lanco Global Systems Inc.

5. All Investments are unquoted Equity Shares. Investment include additional investment of Rs 1.62 Crores in Global IT Inc an 100% subsidiary of LGS Global Limited

6. In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss debited to P & L a/c.The receivables have been considered at the actual rate at which the amount is realized and accordingly Loss from Foreign Exchange fluctuation and Integral transactions of Rs.4,111,754/- (net) has been reflected in Profit and Loss Account for the Year.

7. The Intra Branch transactions have been eliminated while preparing the financial statements.

8. There are no dues to SSI Units outstanding for more than 30 days.

9. Balances relating to debtors/creditors are subject to Confirmations.

10. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs. 72,06,262/- towards deferred income tax liability. (Previous year Rs. 24,95,479/- towards deferred income tax Liability.).

11. Tech orbit Inc, Global It Inc and LGS Global FZE are wholly owned subsidiaries of LGS Global Limited. During the current year there are no operations in LGS Global FZE.

12. Secured Loans from Axis Bank: The Term Loan Amounting to Rs.500 Lacs, Working Capital of Rs 4500 lakhs and Bank Guarantee of Rs 400 Lakhs from Axis Bank Ltd are secured by charge on current assets, Fixed Assets of the company.

Collateral Security: Pledge of promoters shares, Mortgage of Land and personal Guarantee of Promoter Directors.

Secured loans from SBI Global factors: The Factoring facility of Rs 1750 lakhs from SBI Global Factors Ltd is secured by the hypothecation of Book Debts present and future on all the approved debtors as mentioned in the sanction letter and Personal guarantee of Directors and Corporate guarantee from their company.

Secured Loan from SBI: Working Capital of Rs 3000 Lakhs, Term Loan of Rs. 400 lakhs and Bank Guarantee of Rs 1000 lakhs from State Bank of India are secured by current assets, Fixed Assets.

Collateral Security: Pledge of Promoters shares, mortgage of Land and personal guarantee of Promoter Directors.

13. Prior Period Items: During the year the company has made a provision for prior period income tax liability for the year 2008-09 and 2009-10 for an amount of Rs.31,78,136/- and Rs.58,54,470/- respectively for the above years. It has also made a provision for prior period deferred tax liability during the year which is amounting to Rs.28,60,089/-. Prior period Income tax provision was made on the basis of tax demand notice received by the company.

14. Contingent liability of Rs 31,619,269/- as on 31st March 2011 towards Bank Guarantee given to different parties for Tender participation and supply of materials.

15. Dividend as recommended by the Board of Directors is provided for in the accounts pending shareholders/ lending institutions approval. The provision for current dividend tax is provided in the accounts.

16. Previous years figures have been regrouped wherever necessary.

17. The figures have been rounded off to the nearest rupee.

Mar 31, 2010

1 Particulars of Employees in accordance with Sub section (2A) of Section 217 of the Companies Act, 1956 read with Companies(Particulars of Employees) Rule 1975 as amended, forms part of this report.

2. The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

3. The Company has debited the amount of Rs. 1,22,63,600/- towards the one fifth Goodwill written off for the year 2009-10 being the goodwill arised on merger of Lanco Global Systems Inc.

4. All Investments are unquoted Equity Shares. Investment include additional investment of Rs 50.17 Crores in Global IT Inc an 100% subsidiary of LGS Global Limited

5. In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss debited to P & L a/c.The receivables have been considered at the actual rate at which the amount is realized and accordingly Loss from Foreign Exchange fluctuation and Integral transactions of Rs.37,685,320/- (net) has been reflected in Profit and Loss Account for the Year.

6. The Intra Branch transactions have been eliminated while preparing the financial statements.

7. There are no dues to SSI Units outstanding for more than 30 days.

8. Balances relating to debtors/creditors are subject to Confirmations.

9. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs. 24,95,479/- towards deferred income tax liability. (Previous year Rs11,43,613/- towards deferred income tax Liability.).

10. Tech orbit Inc, Global It Inc and LGS Global FZE are wholly owned subsidiaries of LGS Global Limited. During the current year there are no operations in LGS Global FZE.

11. The Term Loan Amounting to Rs.500 Lacs, Working Capital of Rs 4500 lakhs and Bank Guarantee of Rs 400 Lakhs from Axis Bank Ltd are secured by charge on current assets, Fixed Assets, Pledge of promoters shares and personal Guarantee of Promoter Directors. The Factoring facility of Rs 1750 lakhs from SBI Global Factors Ltd is secured by the hypothecation of Book Debts present and future on all the approved debtors as mentioned in the sanction letter and Personal guarantee of Directors and Corporate guarantee from their company.Working Capital of Rs 3000 Lakhs, Term Loan of Rs. 400 lakhs and Bank Guarantee of Rs 1000 lakhs from State Bank of India are secured by current assets, Fixed Assets, Pledge of Promoters shares and personal guarantee of Promoter Directors.

12. Contingent liability of Rs 27,00,000/- as on 31st March 2010 towards Bank Guarantee given to different parties for Tender participation

13. Dividend as recommended by the Board of Directors is provided for in the accounts pending shareholders/ lending institutions approval. The provision for current dividend tax is provided in the accounts

14. Previous years figures have been regrouped wherever necessary.

15. The figures have been rounded off to the nearest rupee.

Mar 31, 2009

1. Particulars of Employees in accordance with Sub- section (2A) of Section 217 of the Companies Act , 1956 read with Companies (Particulars of Employees) Rule 1975 as amended , forms part of this report.

2. The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

3. Related Party Transactions:

During the financial year 2008-09 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt. of India, wherever necessary.

4. The Company has debited the amount of Rs. 1,22,63,600/- towards the one fifth Goodwill written off for the year 2008-09 being the goodwill arised on merger of Lanco Global Systems Inc.

5. All Investments are unquoted Equity Shares.

6. During the Financial year under Audit a Capital Work in Progress has been capitalized under the head Fixed Assets as Intangible Assets.

7. In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss is debited to P & L a/c.The receivables have been considered at the actual rate at which the amount is realized and accordingly Profit from Foreign Exchange fluctuation and Integral transactions of Rs. 38,660,065/- (net) has been reflected in Profit and Loss Account for the Year.

8. The Intra Branch transactions have been eliminated while preparing the financial statements.

9. There are no dues to SSI Units outstanding for more than 30 days.

10. Confirmations were obtained from debtors/creditors as to the balances receivable from/payable to them as at year end.

11. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs. 11,43,613/- towards deferred income tax liability. (Previous year Rs.11,92,688/- towards deferred income tax Liability).

12. Techorbit Inc and Global IT Inc are wholly owned subsidiaries of LGS Global Limited. LGS Global FZE was incorporated in United Arab Emirates on 7th January, 2009 as a fully owned subsidiary of LGS Global Limited.

13. The Term Loan Amounting to Rs.500 Lacs and Working Capital of Rs.3500 lakhs from Axis Bank Ltd secured by charge on current assets, Fixed Assets pledge of promoters shares and personal Guarantee of Promoter Directors. The Factoring facility of Rs.2000 lakhs from Global Trade Finance Ltd by hypothecation of Book Debts present and future on all the approved debtors as mentioned in the sanction letter and Personal guarantee of Directors and Corporate guarantee from their company.

14. Dividend as recommended by the Board of Directors is provided for in the accounts pending shareholders/ lending institutions approval. The provision for current dividend tax is provided in the accounts

15. Previous years figures have been regrouped wherever necessary.

16. The figures have been rounded off to the nearest rupee.

Mar 31, 2008

1 Particulars of Employees in accordance with Sub- section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975 as amended , forms part of this report.

2 The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

3 Related Party Transactions

During the financial year 2007 -08 the Company has entered into some transactions, which can be deemed as related party transactions. All these matters have been approved by the Board and the Govt, of India, wherever necessary.

4 The Company has debited the amount of Rs. 1,22,63,600/- towards the one fifth Goodwill written off for the year 2007-08 being the goodwill arised on merger of Lanco Global Systems Inc.

5 All Investments are unquoted Equity Shares.

6 Capital Work in Progress of Rs. 18,14,45,503/- (previous year Rs. 22,24,45,503/-) towards the Capitalised Software & Product Development Cost.

7 In case of Foreign exchange fluctuation profit / loss as per AS 11 the Branch and head office is having integral transactions and hence profit / loss debited to P & L a/c.The receivables have been considered at the actual rate at which the amount is realized and accordingly loss from Foreign Exchange fluctuation and Integral transactions of Rs. 1,00,50,093/- (net) has been reflected in Profit and Loss Account for the Year.

8 The Intra Branch transanctions have been eliminated while preparing the financial statement.

9 There are no dues to SSI Units outstanding for more than 30 days.

10 Confirmations were obtained from debtors/creditors as to the balances receivable from/payable to them as at year end.

11 In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs. 11,92,688/- towards deferred income tax liability. (Previous year Rs. 5,57,602/- towards deferred income tax Liability.).

12 Tech orbit Inc and Global IT Inc are wholly owned subsidiaries of Lanco Global Systems Ltd

13 The Factoring facility Amounting to Rs. 1500 Lacs from Non Banking Finance Company are secured by way of hypothecation of Book Debts present and future on all the approved debtors as mentioned in the sanction letter and Personal guarantee of Dirctors and corporate guarantee from their company.

14 Previous years figures have been regrouped wherever necessary.

15 The figures have been rounded off to the nearest rupee.

Mar 31, 2007

1 Particulars of Employees in accordance with Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975 as amended , forms part of this report. However, in pursuance of proviso(b)(vi) to Section 219(1) of the Companies Act, 1956, this report is being sent to all the shareholders of the Company, excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

2 The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

3 The Company has debited the amount of Rs. 1,22,63,599/- towards the one fifth Goodwill written off for the year 2006-07 being the goodwill arised on merger of Lanco Global Systems Inc.

4 All Investments are unquoted Equity Shares.

5 Capital Work in Progress of Rs. 22,24,45,503/- (previous year Rs.15,27,97,227/-) towards the Capitalised Software & Product Development Cost.

6 The receivables have been considered at the actual rate at which the amount is realized and accordingly loss from Foreign Exchange fluctuation and Integral transactions of Rs. 11,12,022/- (net) has been reflected in Profit and Loss Account for the Year.

7 There are no dues to SSI Units outstanding for more than 30 days.

8 Confirmations were obtained from debtors/creditors as to the balances receivable from/payable to them as at year end.

9 In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs. 5,57,602/- towards deferred income tax liability. (Previous year Rs.6,36,752/- towards deferred income tax assets.).

10 Techorbit Inc., and Gobal IT Inc., have become wholly owned subsidiaries of Lanco Global Systems Inc, which had been merged during the year into Lanco Global Systems Limited pursuant to the order of The Honourable High Court of A. P and consecuently the wholly owned subsidiaries of earstwhile Lanco Glboal Systems Inc., have now become wholly owned subsidiaries of Lanco Global Systems Limited.

11 The Term Loan Amounting to Rs. 200 Lacs and Working Capital Facility of Rs. 290 Lacs are secured against hypothecation of fixed assets present and future and personal guarantee to Shri V. Nagarjun, Director & CEO and collateral security of Flat No 501 & 502 at My Home Sarovar Plaza, Secretariat Road, Admeasuring 11,633 Sq.Fts owned by Sri. V.Nagarjun

12 Previous years figures-have been regrouped wherever necessary.

13 The figures have been rounded off to the nearest rupee.

Mar 31, 2006

1. Particulars of employees as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, in pursuance of proviso (b) (iv) to Section 219(1) of the Companies Act, 1956, this report is being sent to all the shareholders of the Company, excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

2. Directors Remuneration : Current Year (Rs.) Previous Year (Rs.)

19,16,786/- 1,20,000/-

3. Auditors Remuneration : Current Year (Rs.) Previous Year (Rs.)

Audit Fee 44,896/- 44,080/-

4. The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

5. (i) The transferor Company, Viz. Lanco Global Systems Inc is a foreign company, incorporated under the Georgia Business Corporation Code, U.S.A. The transferor Company provides Information Technolgy Solutions and Business Process Outsourcing and is engaged in the Business in U.S.A.

(ii) Appointed date of Amalgamation is 01-04-2005.

(iii) The pooling of interests method of accounting as directed by the Honble High Court of Andhra Pradesh is followed.

(iv) As per the Honble High Court of Andhra Pradesh Order dated 03.08.2006 having Company pitition No. 1128 of 2006, the Company has as per Scheme of Amalgamation of Lanco Global Systems Limited with Lanco Global Systems Inc. two shares of Lanco Global Systems Limited have been issued for every three shares of share holder of Lanco Global Systems Inc.

7 The Company has debited the amount of Rs. 6,13,17,995/- towards the goodwill for the shares acquired by the company of Lanco Global Systems INC.

8. All investments are unquoted Equity Shares.

9 Foreign Currency outgo on Capital expenditure is Rs.9,73,696/- (Previous year Rs.2,34,603/-)

10. Capital Work in Progress of Rs. 15,27,97,227/- (previous year Rs.479,37,410/-) towards the Capitalised Software & Product Development Cost.

12. Earnings in Foreign Exchange as reported by the Company to Government of India and as cerrtified by Management.

Current Year (Rs.) Previous Year (Rs.)

Foreign Exchange Inflow 67,782,345/- 48,692,620/-

13. The receivables have been considered at the actual rate at which the amount is realised and accordinagly loss from Foreing Exchange fluctuation has been reflected in Profit and Loss Account for the Year.

14. There are no dues to SSI Units outstanding for more than 30 days.

15. Confirmations were obtained from debtors/creditors as to the balances receivable from/payable to them as at year end.

16 In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs.6,36,752/- towards deferred income tax Asset. (Previous year Rs.5,92,430/- towards deferred income tax Assets).

17. The Term Loan Amounting to Rs.200 Lacs and Working Capital Facility of Rs 150 Lacs are secured against hypothication of fixed assets present and future and personal guaranteee of Shri V. Nagarjun, Director & CEO and colleteral security of flat No. 501 & 502 at My Home Sarovar Plaza, Secretariat Road, Admeasuring 11,633 Sq.Fts Owned by Sri. V. Nagarjun.

18. During the current year as on 01.04.2005 the company has invested shares in Foreign Branch in USA which has been purchased/invested and hence for Financial year ended 31.03.2006 the figures are inclusive of the figures for the Branch as well as Head office also.

19. Previous years figures have been regrouped wherever necessary.

20. The figures have been rounded off to the nearest rupee.

Mar 31, 2005

1. Particulars of Employees in accordance with Sub-section (2A) of Section 217 of the Companies Act. 1956 read with Companies (Particulars of Employees) Rule 1975. : NIL

2. Director's Remuneration : Current Year (Rs.) Previous Year (Rs.)

1,20,000/- 1,20,000/-

3. Auditor's Remuneration : Current Year (Rs.) Previous Year (Rs.)

Audit Fee 44,080/- 43,200/-

4. The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

5. All Investments are unquoted equity shares.

6. Foreign Currency outgo on Capital expenditure is Rs.2,34,603/- (previous year Rs. 13,23,970/-)

7. Capital work in progress current year Rs.479,37,410/- (previous year Rs.479,37,410/-) is in respect of Product development and advances made to suppliers towards capital goods. This will be capitalised on completion of the project.

8. Expenditure in Foreign Currency : Current Year Previous Year (Rs.) (Rs.)

Foreign Travelling Nil 90,381/-

9. Earnings in Foreign Exchange as reported by the Company to Government of India and as certified by Management.

Current Year (Rs.) Previous Year (Rs.)

Foreign Exchange Inflow 48,692,620/- 25,930,140/-

10. The receivables have been considered at the actual rate at which the amount is realised and accordingly loss from Foreign Exchange fluctuation has been reflected in Profit and Loss Account for the Year.

11. There are no dues to SSI Units outstanding for more than 30 days.

12. Confirmations were obtained from debtors/creditors as to the balances receivable from/payable to them as at year end.

13. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs.5,92.430/- towards deferred income tax Asset. (Previous year Rs.2,11,061/- towards deferred income tax Asset).

14. Vehicle loan is secured by way of hypothecation of the vehicle.

15. Previous years figures have been regrouped wherever necessary.

16. The figures have been rounded off to the nearest rupee.

Mar 31, 2004

1. Particulars of Employees in accordance with Sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975

NIL

2. Directors Remuneration : Current Year (Rs.) Previous Year(Rs.)

120,000/- 21,333/-

3. Auditors Remuneration : Current Year (Rs.) Previous Year (Rs.)

Audit Fee 43,200/- 42,000/-

4. The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act. 1956.

5. All Investments are unquoted Equity Shares

6. Foreign Currency outgo on Capital expenditure is Rs.13,23,970/-.

7. Capital Work in Progress of Rs.479.37 lacs (pievious year Rs.480.11 lacs) is in respect of Product development and advances made to suppliers towards capital goods. This will be capitalised on completion of the project.

8. Expenditure in Foreign Currency : Current Year(Rs.) Previous Year (Rs.)

Foreign Travelling 90,381/- 1,520,532/-

9. Earnings in Foreign Exchange as reported by the Company to Government of India and as certified by Management.

Current Year(Rs) Previous Year (Rs.)

Foreign Exchange Inflow 25,930,140/- 27,618,188/-

10. There are no dues to SSI Units outstanding tor more than 30 days

11 Confirmations were obtained from debtors/creditors as to the balances receivable from/payable to them as at year end.

12. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred income tax during the year. The deferred income tax provision for the current year amounts to Rs.211,061/- towards deferred income tax Asset (Previous year Rs 436,927/- towards deferred income tax Liability).

13. The Term Loan is secured by Fixed Assets and Personal guarantee of Sri L. Rajagopal and Sri L. Madhusudhan Rao and Corporate Guarantee by Lanco Inlratech Limited.

14. Previous years figures have been regrouped wherever necessary

15. The figures have been rounded off to the nearest rupee

Mar 31, 2003

1. Earnings in foreign exchange during the year (FOB Value) on account of software development services are Rs. 274.37 lakhs (Previous Year Rs. 592.57 lakhs including US and UK Branches)

2. The Company does not have any outstanding liability for a period of more than 30 days for sum of rupees exceeding one lakh in respect of Small Scale Industrial undertakings.

3. The Company is engaged in the development of Computer Software and services. The production and sale of such software and services cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under Paragraphs 3 and 4C of Part II of Schedule VI to the Companies Act, 1956.

4. Expenditure in foreign currency : Rs. In lakhs Year Ended 31st March 2003 2002 Travelling Expenses 15.21 5.06

5. Auditors Remuneration Amount in Rs Year Ended 31st March 2003 2002

Audit Fee 42,000 40,000

Expenses NIL NIL

42,000 40,000

6. Managerial Remuneration Remuneration to Wholetime Director 21,333 NIL

7. SECURED LOANS: The Term Loan is secured by Fixed Assets and Personal Guarantee of two Directors Sri. L. Rajgopal and Sri. L. Madhusudan Rao and Corporate Guarantee by Lanco Infratech Limited

9. In accordance with Accounting Standard 22 (AS 22) issued by the ICAI, the Company has accounted for deferred tax in the previous year for accumulated deferred tax Liability and for the previous year also. The deferred tax provision for the current year amounts to Rs.4,36,927/- is towards deferred tax Liability.

10. EARNING PER SHARE : The earnings considered in ascertaining the companys Earnings Per share comprise net profit after tax. The number of shares used in computing Basic Earnings per share is the weighted average number of shares outstanding during the year.

11. Figures for the corresponding year ended March 31, 2002 wherever necessary have been regrouped, recast, rearranged to conform to those of the current year.

Mar 31, 2002

1. Earnings in foreign exchange during the year (FOB Value) on account of software development services including US and UK Branches are Rs. 592.57 lakhs (Previous year Rs. 214.47 lakhs).

2. The Company does not have any outstanding liability for a period of more than 30 days for sum or rupees exceeding one lakh in respect of Small Scale Industrial undertakings.

3. C. I. F. value of imports on account of Capital Goods in Rs. NIL (Previous year Rs. 117.56 Lakhs).

4. Expenditure in foreign currency:

Rs. in Lakhs year Ended 31st March 2002 2001

Travelling Expenses 5.06 26.53

5. In accordance with Accounting Standard 22 "Accounting for Taxes on income" (AS 22) issued by the ICAl the Company has accounted for deferred taxes during the year. Accumulated deferred tax liability of Rs. 8.45 Lakhs as on April, 2001 has been charged to revenue in accordance with the transitional provisions of AS 22. The deferred tax provision for the current year amounts to Rs. 25.01 Lakhs towards deferred tax liability.

6. EARNING PER SHARE:

The earnings considered in ascertaining the companys Earnings Per share comprise net profit after tax. The number of shares used in computing Basic Earnings per share Is the weighted average number of shares outstanding during the year.

7. Figures for the corresponding year ended March 31,2001 wherever necessary have been regrouped, recast, rearranged to conform to those of the current year.

Mar 31, 2001

1. Earnings in foreign exchange during the year (FOB Value) on account of software development services including US Branch is Rs. 214.47 lakhs (Previous Year Rs. 4.35 lakhs).

2. The Company does not have any outstanding liability for a period of more than 30 days for a sum of rupees exceeding one lakh in respect of small scale industrial undertaking.

3. As the company was registered with STPI as 100% EOU, No provision is made for Income Tax

4. Figures for the corresponding year ended March 31, 2000 wherever necessary have been regrouped, recast, rearranged to conform to those of the current year.

Mar 31, 2000

1. Expenditure in foreign currency during the year on account of travelling is Rs.301622.57.

2. As the company is registered with STP as 100% EOU, No provision is made for Income Tax.

3. As this is the first year of operations, last year figures are not given for comparative purpose.

4. FOB value of Export is US $ 9990.

5. Capital Contracts pending for execution were worth of US $ 245108.40 - In Indian Rupees 10662215.40 approximately.

6. The figures have been rounded off to the nearest rupee.

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