Notes to Accounts of Fidel Softech Ltd.

Mar 31, 2025

l) Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events 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.
Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best
estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and
adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not
recognised in the financial statements.

m) Cash flow statement

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

n) Cash and cash equivalents (for purposes of Cash Flow Statement)

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

o) Earnings per Share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary
items, if any) by the weighted average number of equity shares outstanding during the year.

p) Operating Cycle:

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their
realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose
of classification of its assets and liabilities as current and non-current. As a result, current assets comprise elements that
are expected to be realised within 12 months after the reporting date and current liabilities comprise elements that are
due for settlement within 12 months after the reporting date.

q) Segment Reporting:

The Company is operating only in one segment, namely Language Technology Services and Consultancy Services. As
a part of secondary reporting geographical segments are considered based on the location of customer. The Company
operates in two geographical segments viz in India and outside India.

The accounting policies adopted for segment reporting are in line with the Accounting Standard 17 with the following
additional policies for segment reporting:

I) Revenue have been identified to segments on the basis of their relationship to the operating activities of the segment

II) Segment assets include those directly identifiable with the respective segments based on location of assets.
Unallocable assets represent the assets that relate to the Company as a whole and not allocable to any segment.
Unallocable assets mainly comprise of tax assets, investments, loans & advances, etc.

3.2 Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share
in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting
rights of an equity share holder

a) On show of hands,every member present in person shall have one vote;

b) On a poll,the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.
Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to whole or any part of the assets of the company ,
whether they shall consist of the property of the same kind or not.

Equity share movement during five years preceeding 31^st March 2025

A) Equity shares issued as bonus in FY2021-22

The Company allotted 98,49,996 equity shares as fully paid up bonus shares by capitalisation of profits transferred from
retained earnings amounting to '' 9,84,99,960, pursuant to an ordinary resolution passed after taking the consent of
shareholders through postal ballot.

B) Equity shares after listing on National Stock Exchange in FY2022-23

The Company was listed on National Stock Exchange (NSE) during FY 2022-23 and issued 36,48,000 equity shares
amounting to '' 3,64,80,000.

31 Employee Benefits

b) Defined contribution plans

The Company has recognized INR 60,11,191 (2024: INR 55,93,320) towards provident fund , INR 25050 (2024: INR
11,076) towards labour welfare fund and INR 76,929 (2024: INR 2,16,701) towards employee state insurance in the

Statement of Profit and Loss.

Defined benefit plans

c) Gratuity:

In accordance with the Payment of Gratuity Act, 1972, the Company was required to provide post employment benefit
to its employees in the form of gratuity.

The disclosures relating to actuarial assumptions in accordance with AS 15 (Revised) are provided below:

The Company had granted unsecured long term loan to LinguaSol Private Limited (“LinguaSol”) in earlier year/s out of which
principal amount of ? 3,32,08,753 is outstanding till March 31, 2025. LinguaSol repaid ?80,00,000 towards principal and interest
in FY 2024-25.Director of LinguaSol has given personal guarantee as security for Loan. In light of steps taken together with
future projection of cashflows, the Management of LinguaSol is confident of turnaround and repayment of loan given to them.
Further,In respect of loan granted by the Company, The Schedule of repayment of Loan (inclusive of Interest at rate of 7% p.a.
Compounding Annually) has been stipulated.

The loan along with interest shall be repaid fully by FY 2029-30.

Accordingly, the Company has not considered any adjustments including provision for impairment to the carrying value of the loan
(including interest outstanding) as at the year end.

42 To the best of our knowledge and belief,

a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

b) Also No funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Board of Director has recommended dividend of '' 2 /- per share i.e. 20% of Face Value for FY 2024-25 in the Board
meeting held on 30.04.2025. This proposed dividend on equity shares are subject to approval at AGM and not recognised
as liability on reporting date.

44 Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956 during financial year 2024-25.

45 Company has not traded or invested in Crypto currency or Virtual Currency during the financial year 2024-25.

46 There are no capital commitments as at 31^st March 2025.

47 The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a
wilful defaulter at any time during the financial year or after the end of reporting period but before the date when financial
statements are approved.

48 There is neither creation nor modification of charge in the FY 2024-25.

49 The Company has not surrendered or disclosed any income during the year in the tax assessments under the Income Tax
Act, 1961.

50 During the year ended March 31, 2025, the Company was not party to any approved scheme which needs approval from
competent authority in terms of sections 230 to 237 of the Companies Act, 2013.

51 The previous year''s figures have been regrouped/ reclassified, wherever necessary to conform to the current year
presentation.

For Kirtane & Pandit LLP For and on behalf of the Board of Directors of

Chartered Accountants Fidel Softech Limited

FRN - 105215W/ W100057 CIN: L72200PN2004PLC020061

Anand Jog Sunil Kulkarni Prachi Kulkarni

Partner Chairman and Executive Director Managing Director

Membership No.: 108177 DIN: 00752937 DIN: 03618459

Place: Pune Place: Pune Place: Pune

Date: April 30, 2025 Date: April 30, 2025 Date: April 30, 2025

Mandar Inamdar Sneha Ratnaparkhi

Chief Financial Officer Company Secretary

ICSI M.No. : A42657

Place: Pune Place: Pune

Date: April 30, 2025 Date: April 30, 2025

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Mar 31, 2024

3.2 Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity share holder

a) On show of hands,every member present in person shall have one vote;

b) On a poll,the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.

Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to whole or any part of the assets of the company whether they shall consist of the property of the same kind or not.

A) Equity shares issued as bonus in FY2021-22

The Company allotted 98,49,996 equity shares as fully paid up bonus shares by capitalisation of profits transferred from retained earnings amounting to ? 9,84,99,960, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot.

B) Equity shares after listing on National Stock Exchange in FY2022-23

The Company was listed on National Stock Exchange (NSE) during FY 2022-23 and issued 36,48,000 equity shares amounting to ? 3,64,80,000.

Compliance with Micro, Small and Medium Enterprises Development Act, 2006

The Company had requested confirmation from all the creditors regarding their status under the Micro, Small, and Medium Enterprises Development Act, 2006. As per the replies received from the creditors, provision for interest that may be payable (in accordance with the provisions of the Micro, Small, and Medium Enterprises Development Act, 2006) on delayed payments to its micro or small suppliers is done.

30 Employee Benefits

a) Defined contribution plans

The Company has recognized '' 55.93 Lakhs (2023: '' 48.58 Lakhs) towards provident fund, '' 0.11 Lakhs (2023: '' 0.09 Lakhs) towards labour welfare fund and '' 2.16Lakhs (2023: '' 2.69 Lakhs) towards employee state insurance in the Statement of Profit and Loss.

b) Defined benefit plans Gratuity:

In accordance with the Payment of Gratuity Act, 1972, the Company was required to provide post employment benefit to its employees in the form of gratuity.

The disclosures relating to actuarial assumptions in accordance with AS 15 (Revised) are provided below:

The plan has not been funded as on the valuation date.

Discount rate

The discount rate is based on the prevailing market yields on Government bonds as at the Balance Sheet date for the estimated terms of the obligations.

Salary escalation

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

Methodology

Projected unit credit method (PUC) is used to assess the present value of obligation and the related current service cost and interest cost.

36. Segment Reporting

The Company is operating only in one segment, namely Language Technology Services and Consultancy Services. As a part of secondary reporting geographical segments are considered based on the location of customer. The Company operates in two geographical segments viz in India and outside India.

38 There are no contingent liabilities as on 31^st March 2024. (FY 2023-24 : Nil)

39 (i) The Company does not have any long-term contracts including derivative contracts for which there are material

foreseeable losses.

(ii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Company had granted unsecured long term loan to LinguaSol Private Limited (“LinguaSol”) in previous year/s out of which principal amount of ? 378.26 Lakhs and accrued interest of ? 11.34 Lakhs is outstanding till March 31, 2024 (Principal amount ? 476.29 Lakhs as at March 31, 2023). LinguaSol repaid ?112.50 Lakhs towards principal and interest in FY 2023-24. Director of LinguaSol has given personal guarantee as security for Loan. In light of steps taken together with future projection of cashflows, the Management of LinguaSol is confident of turnaround and repayment of loan given to them. Further,In respect of loan granted by the Company,The Schedule of repayment of Loan (inclusive of Interest at rate of 7% p.a. Compounding Annually) has been stipulated.

The loan along with interest shall be repaid fully by FY 2029-30.

Accordingly, the Company has not considered any adjustments including provision for impairment to the carrying value of the loan (including interest outstanding) as at the year end.

41 To the best of our knowledge and belief,

a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

b) Also No funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Board of Director has recommended dividend of '' 1.1/- per share i.e. 11% of Face Value for FY 2023-24 in the Board meeting held on 23.05.2024. This proposed dividend on equity shares are subject to approval at AGM & not recognised as liability on reporting date.

43 Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during financial year 2023-24.

44 Company has not traded or invested in Crypto currency or Virtual Currency during the financial year 2023-24.

45 There are no capital commitments as at 31^st March 2024.

46 The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when financial statements are approved.

47 There is neither creation nor modification of charge in the FY 2023-24 .

48 The Company has not surrendered or disclosed any income during the year in the tax assessments under the Income Tax Act, 1961.

49 During the year ended March 31, 2024, the Company was not party to any approved scheme which needs approval from competent authority in terms of sections 230 to 237 of the Companies Act, 2013.

50 The previous year''s figures have been regrouped/ reclassified, wherever necessary to conform to the current year presentation.