Notes to Accounts of Odyssey Technologies Ltd.

Mar 31, 2023

1. CORPORATE INFORMATION:

Odyssey Technologies Limited is a Public Limited company incorporated in the year 1990 under the Companies Act, 1956 with registered office located at 5th Floor, Dowlath Towers, 63, Taylors Road, Kilpauk, Chennai - 600 010. The Company is engaged in the Business of Software development with primary focus on information security products built around the Public Key Infrastructure and cryptography, and the related services.

2. SIGNIFICANT ACCOUNTING POLICIES:(i) Statement of Compliance

The financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as ''Ind AS'') as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time.

(ii) Basis of Preparation

The financial statements have been prepared on accrual and going concern basis. All assets and liabilities have been classified as current or non-current as per the Company''s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products supplied / services rendered to customers and the time elapsed between supply / delivery and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.

The statement of Cash flows is prepared using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

These financial statements are prepared under the historical cost convention unless otherwise indicated.

(iii) Use of estimates and Judgements

The preparation of financial statements requires

management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognized prospectively.

Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period.

Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:

a. Measurement of Defined Benefit Obligation - (Note : 23 (b))

b. Recognition of Deferred Tax Liabilities - (Note : 13)

(iv) Revenue Recognition

The Company derives revenues primarily from the licensing of software products, solutions and the related services.

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services.

Revenue from time and material and job contracts if any, is recognised on output basis measured by units delivered, efforts expended, number of transactions processed, etc. Revenue related to fixed price maintenance and support services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance.

In respect of other fixed-price contracts, revenue is recognised using percentage-of-completion method (''POC method'') of accounting with contract costs incurred determining the degree of completion of the performance obligation. The contract costs used in computing the revenues include cost of fulfilling warranty obligations.

Revenue from the sale of distinct internally developed software and manufactured systems and third party software is recognised upfront at the point in time when the system / software is delivered to the customer. In cases where implementation and / or customisation services rendered significantly modifies or customises the software, these services and software are accounted for as a single performance obligation and revenue is recognised over time on a POC method.

Revenue from the resale of distinct third party hardware / software is recognised at the point in time when control is transferred to the customer.

The solutions offered by the Company may include supply of third-party equipment or software. In such cases, revenue for supply of such third party products are recorded at gross or net basis depending on whether the Company is acting as the principal or as an agent of the customer. The Company recognizes revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled revenue (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms.

Unearned revenue ("contract liability") is recognised when there is billings in excess of revenues.

The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period.

In accordance with Ind AS 37, the Company recognises an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received.

Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for.

The Company presents revenues net of indirect taxes and discounts in its statement of profit and loss.

Use of significant judgements in revenue recognition

The Company''s contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables.

Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations.

The Company uses judgement to determine an appropriate standalone selling price for a performance obligation. The Company allocates the transaction price to

each performance obligation on the basis of the relative standalone selling price of each distinct product or service promised in the contract. Where standalone selling price is not observable, the Company uses the expected cost plus margin approach to allocate the transaction price to each distinct performance obligation.

The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.

Revenue for fixed-price contract is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of completion of the performance obligation.

Contract fulfilment costs are generally expensed as incurred except for certain software licence costs which meet the criteria for capitalisation. Such costs are amortised over the contractual period or useful life of licence whichever is less. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recovered.

Dividend income is recorded when the right to receive payment is established. Interest income is recognized using the effective interest method.

(v) Leases

(a) Finance lease

Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such leases are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

(b) Operating lease

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating lease. Operating lease payments are recognised on a straight line basis over the lease term in the statement of profit and loss, unless the lease agreement explicitly states that increase is on account of inflation.

(vi) Cost recognition

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

The costs of the Company are broadly categorised in employee benefit expenses, cost of equipment and software purchased, depreciation and amortisation expense and other expenses. Employee benefit expenses include salaries, incentives and allowances, contributions to provident and other funds and staff welfare expenses.

Other expenses mainly include fees to external consultants, facility expenses, travel expenses, communication expenses, bad debts written off, allowance for doubtful trade receivable and advances (net) and other expenses. Other expenses is an aggregation of costs which are individually not material such as commission and brokerage, recruitment and training, entertainment, etc.

(vii) Foreign currency

Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. Foreign currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance sheet date and exchange gains and losses arising on settlement and restatement are recognised in the statement of profit and loss. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies, if any, are not retranslated.

(viii) Income taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

(a) Current income taxes

The current income tax expense includes income taxes payable by the Company for the year.

(b) Deferred income taxes

Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

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

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

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis.

Income tax assets include the tax refund due receivable as detailed in Note 9.

(ix) Financial instruments

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. The Company derecognises financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or have expired.

(a) Cash and cash equivalents

Cash and cash equivalents comprise cash and cash on deposit with banks and financial institutions. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of 12 months or less and that are readily convertible to known amounts of cash to be cash equivalents.

(b) Financial assets at fair value through other comprehensive income

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

(x) Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any. Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by management.

Subsequent costs are included in the asset''s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of Profit and Loss during the period in which they are incurred.

Gains or losses arising on retirement or disposal of property, plant and equipment are recognised in the Statement of Profit and Loss.

The Company depreciates property, plant and equipment over their estimated useful lives using the Written Down Value (WDV) as prescribed under Part C of Schedule II of the Companies Act, 2013. Depreciation on additions / deletions has been provided on a pro-rata basis. Each part of an item of property, plant and equipment with a cost

that is significant in relation to the total cost of the item is depreciated separately.

Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

The estimated useful lives considered for depreciation of property plant and equipment are as follows:

ASSET	USEFUL LIFE
Buildings	60 years
Servers and Networks	6 years
End use Devices such as desktops, laptops, etc.,	3 years
Furniture & Fixtures	10 years
Motor Vehicle	8 years
Office Equipment	5 years
Machinery (Electrical Installations)	10 years

Assets individually costing Rs. 5,000 /- or less are fully depreciated in the year of purchase.

(xi) Intangible assets

Separately purchased intangible assets are initially measured at cost. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Subsequently, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.

The useful lives of intangible assets are assessed as either finite or indefinite as applicable. Finite-life intangible assets are amortised on a Written Down Value (WDV) over the period of their expected useful lives. Estimated useful lives of intangible assets are as follows:

IPR on Software Products 10 yearsIPR on Software Framework 15 years

Consequent to the amalgamation of Cyberneme Pvt Ltd, a cryptographic key routing software framework and a set of hardware designs and software enabling key usage in multiple devices originally known as ''Alice'' have become

the assets of the Company since 1st Dec 2018. These properties also consist of two patent applications relating to the same technology as detailed in:

1. Application No. 2310/CHE/2014 dated 9/05/2014 on "Portable Cryptographic Interface Device With Physical controls And Feedback" and

2. Application No. TEMP/E-1/50541/2018-CHE dated 7/12/2018 on "Cryptographic Key Router System And Location Independent End User Key Devices".

Considering that the assets beget a software platform and end user device software that can be leveraged in multiple software products, the lifetime of the assets are likely to be considerably more than that of any single software product. As these are also represented in the patent applications, which if granted will have a validity for at least another 15 years, the IPR related to this asset is considered to have a life time of 15 years.

(xii) Employee Benefits:

(a) Defined contribution plans:

Contributions to defined contribution schemes such as employees'' state insurance, labour welfare fund, superannuation scheme, employee pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Company''s provident fund contribution, in respect of certain employees, is made to a government administered fund and charged as an expense to the Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly contributions.

(b) Defined benefit plan:

Gratuity: The Company has a defined benefit plan for post-retirement benefit in the form of gratuity for all its employees. Liability for defined benefit plan is provided on the basis of valuations carried out by an independent actuary.

All defined benefit plans obligations are determined based on valuations, as at the Balance Sheet date, made by independent actuary using the projected unit credit method. The classification of the Company''s net obligation into current and non-current is as per the actuarial valuation report.

The actuarial valuation method used by the independent actuary for measuring the liability relating to gratuity and compensated absences is the Projected Unit Credit Method.

Termination benefits (Current services cost) are recognized as an expense as and when incurred.

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized in full as an income or as expenses in the period in which they occur in the statement of profit and loss under other comprehensive income.

(c) Employees Stock Option Plan (ESOP)

The Company recognizes compensation expense relating to share-based payments in net profit based on estimated fair values of the awards on the grant date. The recognition is revised on measurement date based on the rate of forfeiture which is arrived at as per the historical data on resignation of option grantees.

The amounts recorded in share options outstanding account are transferred to securities premium upon exercise of stock options and transferred to general reserve on account of stock options not exercised by employees. The details of grant and exercise of options during the year are disclosed under Note: 22 as stipulated in para 45 of IND AS 102.

(xiii) Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the financial statements.

The Company does not have any Contingent liabilities as on Balance Sheet date which need to be disclosed.

(xiv) Investments

The company has no investments as on the balance sheet date.

(xv) Borrowing Costs

There is no borrowing cost, which are directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, So Capitalization of borrowing cost to Cost of the assets is not applicable. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(xvi) Segment Reporting

By applying the definitions of ''Operating Segment'' contained in Ind As 108, it is concluded that there is only one segment and hence segment reporting is not required to be disclosed.

(xvii) Inventories

The Company does not have any inventories as on the Balance sheet date.

(xviii) Earnings Per Share (EPS)

Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. The diluted earnings per share is computed by including the weighted average options outstanding at the measurement date. The detailed working of EPS is provided under Note: 21.

Diluted EPS amounts are calculated by dividing the profit attributable to equity shareholders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on exercise of the outstanding stock options.

Company does not have any debts, inventories and investments during the year and hence the relevant ratios are not applicable and not disclosed above.

The increase in current assets of the company during the year has resulted in significant improvements in current ratio. Return on equity ratio, net capital turnover ratio, net profit ratio and the return on capital employed are marginally lower than the previous year because of the increased operating expenses during the year.

Note 34: Disclosure under the ''Micro Small and Medium Enterprises Development Act, 2006''

Disclosures relating to amount unpaid as at the year end as required under the MSMED Act,2006 has been made to the extent of information received from the vendors regarding their status under the Act. However, no interest has been paid / payable on such outstanding during the year since none of the outstanding is older than 30 days

Note 35: Previous year''s figures

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2016

1. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

There is no change in the holding pattern of the Share Capital during the year 2015-16.

2. Rights, Preferences and restrictions

The company has only one class of equity shares having a par value of Rs.10/- per share. Each member is entitled to one vote by show of hands and while on poll, every shareholder is entitled to vote in proportion to their holdings.

Note 23: Related party disclosure (AS 18)

3. Key Management Personnel Mr.B Robert Raja Mr.B Antony Raja No transactions with the directors other than the remuneration

Note 4: Disclosure under the ''Micro Small and Medium Enterprises Development Act, 2006

Company has not received any information from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, disclosures relating to amount unpaid as at the yearend as required under that Act have been stated as ''NIL''. However, no interest has been paid / payable on such outstanding if any, during the year.

Note 5: Employee Benefits

The employee''s gratuity fund scheme managed by a Trust (OTL Employees Group Gratuity Trust) is a defined plan. The Company contributed to a Gratuity Fund for which it has taken a group policy under NGGCA Plan with Life Insurance Corporation of India, for future payments of gratuities to retiring employees. The premium thereon has been so adjusted as to cover the liability under the scheme in respect of the employees at the end of their future anticipated service with the company.

Note 6: Previous year''s figures

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2015

1 Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

There is no change in the holding pattern of the Share Capital during the year 2014-15.

2 Rights, Preferences and restrictions

The company has only one class of equity shares having a par value of Rs.10/- per share. Each member is entitled to one vote by show of hands and while on poll, every shareholder is entitled to vote in proportion to their holdings.

3 Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006

Company has not received any information from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, disclosures relating to amount unpaid as at the year end as required under that Act have been stated as 'NIL'. Howerver, no interest has been paid / payable on such outstanding if any, during the year.

4 Employee Benefits

The employee's gratuity fund scheme managed by a Trust (OTL Employees Group Gratuity Trust) is a defined plan. The Company contributed to a Gratuity Fund for which it has taken a group policy under NGGCA Plan with Life Insurance Corporation of India, for future payments of gratuities to retiring employees. The premium thereon has been so adjusted as to cover the liability under the scheme in respect of the employees at the end of their future anticipated service with the company.

5 Previous year's figures

Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

---

Mar 31, 2014

1. SHARE CAPITAL

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

There is no change in the holding pattern of the Share Capital during the year 2013-14.

b. Rights, Preferences and restrictions

The company has only one class of equity shares having a par value of Rs.10/- per share. Each member is entitled to one vote by show of hands and while on poll, every shareholder is entitled to vote in proportion to their holdings.

c. Shareholding of shareholders holding more than 5% of shares

Mr.B.Robert Raja 499955 shares as at 31-03-2014 (380700 shares as at 31/03/2013)

2.SHORT TERM BORROWING

* Part of the product maintenance revenue billed but recognizable over the contract period that falls beyond the FY 2013-14

3. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006

Company has not received any information from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, disclosures relating to amount unpaid as at the year end as required under that Act have been stated as ''NIL''. Howerver, no interest has been paid/payable on such outstanding if any, during the year.

4. Employee Benefits

The employee''s gratuity fund scheme managed by a Trust (OTL Employees Group Gratuity Trust) is a defined plan. The Company contributed to a Gratuity Fund for which it has taken a group policy under NGGCA Plan with Life Insurance Corporation of India, for future payments of gratuities to retiring employees. The premium thereon has been so adjusted as to cover the liability under the scheme in respect of the employees at the end of their future anticipated service with the Company.

5. ESOP

Under ESOP 2006, the final vesting and exercise period was over during the FY 2012-13 and hence no relevant entries are required to be passed in the year under review

6. Previous year''s figures

Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/ disclosure.

---

Mar 31, 2013

Note 1: Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006

Company has not received any information from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, dislclosures relating to amount unpaid as at the year end as required under that Act have been stated as ''NIL''. Howerver, no interest has been paid / payable on such outstanding if any, during the year.

Note 2: ESOP

Under ESOP 2006 issue, out of 331,300 options granted to the employees, 16,436 options were vested and lapsed during the year and hence written back as ESOP compensation expenses.

Note 3: Previous year''s figures

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2012

Note 1: Share Capital

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period.

There is no change in the holding pattern of the Share Capital during the year 2011-12.

(b) Rights, Preferences and restrictions

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each member is entitled to one vote by show of hands and while on poll, every shareholder is entitled to vote in proportion to their holdings.

(c) Shareholding of shareholders holding more than 5% of shares 'NIL' for the FY 2011-12 and FY 2010-11

Note 2: Disclosure under the Micro Small and Medium Enterprises Development Act, 2006

Company has not received any information from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, disclosures relating to amount unpaid as at the year end as required under that Act have been stated as 'NIL'. However, no interest has been paid/payable on such outstanding if any, during the year.

Note 3: ESOP

Under ESOP 2006 issue, out of 331,300 options granted to the employees, 32,874 options were vested but 16,438 stands lapsed since not exercised as on March 31, 2012 and hence written off as ESOP compensation expenses. Further, 1000 options were written off as ESOP compensation expenses due to resignation in the year under review.

Note 4: Previous year's figures

Preparation of financial statements as per revised Schedule VI has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.

---

Mar 31, 2010

1. ESOP

Under ESOP 2004 issue, 2,10,000 options granted to the employees, 13,500 options were in force as on March 31, 2010.

Out of the 3,31,300 options granted in ESOP 2006 to the employees, 36,602 options were vested but not exercised and 18,297 options were yet to be vested as on March 31, 2010. One fourth of 73,200 outstanding options were written off as ESOP Compensation expenses and 6,000 options were written off due to resignation in the year under review.

2. Investments in subsidiary company

There was no change in the investments position of subsidiary companies during the year. The companys investments in Odyssey Secure Commerce Pte Ltd, Singapore has been provided in full in view of the erosion of the entire net worth in the subsidiary company which is under liquidation process.

3. Company has not received any intimation from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act 2006 and hence, disclosures if any, relating to amount unpaid as at the year end as required under that Act have not been furnished. However, no interest has been paid/payable on such outstanding if any, during the year.

4.There was a contingent liability arising out of the counter guarantee provided for the Bank Guarantee amounting to Rs.85,40,000/- as on the balance sheet date. Fixed deposit of Rs.19,78,000/- has been made in Tamilnad Mercantile Bank Ltd towards margin money for this Bank Guarantee.