Notes to Accounts of Infinite Computer Solutions (India) Ltd.

Mar 31, 2018

A. BACKGROUND

Infinite Computer Solutions (India) Limited (‘the Company1), a Public Limited Company, is a global service provider of Application Management Outsourcing, Remote Infrastructure Management Services, R&D and Intellectual Property Leveraged Solutions and related IT Services.

The accompanying Financial Statements reflect the results of the activities undertaken by the Company during the year ended March 31, 2018.

B. FINANCIAL INSTRUMENTS

All Financial instruments are recognised initially at fair value. Transaction costs that are attributable to the acquisition of the Financial asset (other than Financial assets recorded at fair value through profit or loss) are included in the fair value of the Financial assets. Purchase or sales of Financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trade) are recognised on trade date. While, loans and borrowings and payable are recognised net of directly attributable transactions costs.

For the purpose of subsequent measurement, Financial instruments of the Company are classified in the following categories: nonderivative Financial assets comprising amortised cost, debt instruments at fair value through other comprehensive income (FVTOCI), equity instruments at FVTOCI and fair value through Profit and Loss account (FVTPL), non-derivative Financial liabilities at amortised cost or FVTPL and derivative Financial instruments (under the category of Financial assets or Financial liabilities) at FVTPL.

The classification of Financial instruments depends on the objective of the business model for which it is held. Management determines the classification of its Financial instruments at initial recognition.

i. Non-derivative Financial assets Financial assets at amortized cost

A Financial asset shall be measured at amortised cost if both of the following conditions are met:

- The Financial asset is held within a business model whose objective is to hold Financial assets in order to collect contractual Cash Flows and

- The contractual terms of the Financial asset give rise on specified dates to Cash Flows that are solely payments of principal and interest on the principal amount outstanding (SPPI).

They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently carried at amortized cost using the effective interest method, less any impairment loss.

Amortised cost are represented by trade receivables, security deposits, cash and cash equivalents, employee and other advances and eligible current and non-current assets.

They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently carried at amortized cost using the effective interest method, less any impairment loss. Amortised cost are represented by trade receivables, security deposits, cash and cash equivalents, employee and other advances and eligible current and non-current assets.

Cash and cash equivalents comprise cash on hand and in banks and demand deposits with banks which can be withdrawn at any time without prior notice or penalty on the principal.

For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand, book overdraft and are considered part of the Company’s cash management system.

The Company has not dealt with any Financial assets in the form of Debt or Equity Instruments requiring fair value measurement as at each reporting period.

ii. Non-derivative Financial liabilities Financial liabilities at amortized cost

Financial liabilities at amortised cost represented by trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

Financial liabilities at FVTPL

Financial liabilities at FVTPL represented by contingent consideration are measured at fair value with all changes recognised in the statement of Profit and Loss.

C. SHARE CAPITAL

i. Shares allotted in the period of five year immediately preceding Mar 31sRs.2018:

The Company has allotted 7,500 fully paid-up equity shares of face value of Rs.10/- each during the quarter ended 30th SepRs.2014 pursuant to the ESOP scheme.

iii. Shares issued for consideration other than Cash:

During the preceding period of five years there are no Shares issued for consideration other than cash.

iv. Shareholding in excess of 5% :

Shareholdings in excess of 5 percent of the aggregate share capital of the Company as on March 31, 2018 is:

v. Share allotted as fully paid up by way of Bonus Shares:

On November 03, 2017, the Company has allotted 3,09,055 number of fully paid up equity shares as bonus to the non-promotor shareholders in the ratio on 1:26 (i.e. one equity share for every 26 share held).

D. COMMITMENT AND CONTINGENCIES

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid for Rs. 46.32 Million as on March 31, 2018 (as at March 31, 2017 Rs. 48.81 Million).

Contingent liability towards Bank Guarantees and LC’s given to customers and other business related requirements is Rs. 195.67 Million as on March 31, 2018 (as at March 31, 2017 Rs. 169.07 Million).

E. ACCUMULATED LOSSES OF SUBSIDIARIES

The Investments in the subsidiary companies have been made considering strategic business expansion plans, and in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the Company has carried the investments at cost.

F. MANAGERIAL REMUNERATION

Managerial Remuneration under Section 197 of the Companies Act, 2013 paid to the Managing and whole time directors of the Company are as follows:

G. SEGMENT REPORTING

Based on the “management approach” as defined in Ind AS 108 - Operating Segments, the management evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by geographical segments. Accordingly, information has been presented along these geographical segments. The accounting principles used in the preparation of the Financial Statements are consistently applied to record revenue and expenditure in individual segments. Operating income, net income, assets and liabilities has not been provided by geographies as these are not realistically allocable and identifiable. Assets and liabilities used in the Company’s business are not identified to any of the reportable segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

H. LEASES

The Company is a lessee under various operating leases. Rental expense for operating leases for the Year ended March 31st, 2018 and year ended March 2017 was Rs. 70.65 Million and Rs. 53.10 Million respectively. Expected future minimum commitments for non-cancellable leases are as follows:

I. EARNING PER SHARE

The following is a computation of earnings per share and a reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share.

J. RELATED PARTY TRANSACTION

In the normal course of business, the Company enters into transactions with affiliated companies. All the transactions with related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 as applicable and the details have been disclosed in the Financial Statements as required by the Indian accounting standard 24 (Ind AS) as follows:

K. INCOME TAXES

In accordance with Indian Accounting Standard (Ind AS) 12 on accounting for taxes on income the deferred tax charge of t (15.71) Million as on March 31, 2018 (previous year Rs.8.52 Million) for the current year has been recognized in the profit & loss account. The tax effect of significant timing differences as of March 31, 2018 that reverse in one or more subsequent years gave rise to the following net deferred tax assets/(liability)as at March 31, 2018.

L. CREDIT FACILITIES WITH BANKS

The Company has a sanctioned Non - Fund based credit facilities with Banks aggregating to Rs.439.50 million as on March 31, 2018, which are secured by equitable mortgage on Land and Building, and pari-passu charge over all movable fixed assets and entire current assets.

M. Balances of Sundry Debtors and Sundry creditors are subject to confirmation.

N. IMPAIRMENT OF ASSETS:-

Whenever events or changes in circumstances indicate that the carrying value of long lived assets may be impaired, the assets are subject to the test of recoverability based on estimates of future Cash Flows arising from continuing use of such assets and up to its ultimate disposal. A provision for impairment loss is recognized where it is probable that the carrying value of an asset exceeds the amount to be recovered through use or sale of the asset. No such probability of carrying value of the assets exceeding the amounts to be recovered through use or sale of the assets is expected presently and hence no provision for impairment loss is required in the opinion of the management.

O. FINANCIAL RISK MANAGEMENT

The principal Financial assets of the Company includes trade and other receivables and cash and bank balances that derive directly from its operations. The principal Financial liabilities of the Company, include trade and other payables and the main purpose of these Financial liabilities is to finance the day to day operations of the Company.

The Company is exposed to market risk, foreign currency risk, interest risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks and then advises on Financial risks and the appropriate Financial risk governance framework for the Company.

This note explains the risks which the Company is exposed to and policies and framework adopted by the Company to manage these risks: Market Risk

Market risk is the risk that the fair value of future Cash Flows of a Financial instrument will fluctuate because of changes in market prices. Market prices comprise two types of risk: interest rate risk and foreign currency risk.

Foreign currency risk

The Company operates internationally and business is transacted in several currencies. Further, the Company also imports certain assets and material from outside India. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently the Company is exposed to foreign currency risk and the results of the Company may be affected as the rupee appreciates/depreciates against foreign currencies. Foreign exchange risk arises from the future probable transactions and recognized assets and liabilities denominated in a currency other than Company’s functional currency.

Interest Rate Risk

As the Company has no significant interest-bearing assets, the income and operating Cash Flows are substantially independent of changes in market interest rates.

Liquidity Risk

The Financial liabilities of the Company, other than derivatives, include trade and other payables. The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company monitors its risk of shortage of funds to meet the Financial liabilities using a liquidity planning tool.

Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a Financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables which are typically unsecured. Credit risk on cash and bank balances is limited as the Company generally invests in deposits with banks and Financial institutions with high credit ratings assigned by credit rating agencies.

P. CAPITAL MANAGEMENT

The capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maintain optimum capital structure to reduce cost of capital and to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the Financial covenants which otherwise would permit the banks to immediately call loans and borrowings. In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

There were no changes in the objectives, policies or processes for managing capital during the year ended March 31, 2018 and March 31, 2017.

Q. RECLASSIFICATION

Previous year’s figures have been regrouped and/or re-arranged wherever necessary to conform to current year’s groupings and classifications.

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Mar 31, 2017

C. FINANCIAL INSTRUMENTS

All financial instruments are recognized initially at fair value. Transaction costs that are attributable to the acquisition of the financial asset (other than financial assets recorded at fair value through profit or loss) are included in the fair value of the financial assets. Purchase or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trade) are recognized on trade date. While, loans and borrowings and payable are recognized net of directly attributable transactions costs.

For the purpose of subsequent measurement, financial instruments of the Company are classified in the following categories: no derivative financial assets comprising amortized cost, debt instruments at fair value through other comprehensive income (FVTOCI), equity instruments at FVTOCI and fair value through Profit and Loss Account (FVTPL), non-derivative financial liabilities at amortized cost or FVTPL and derivative financial instruments (under the category of financial assets or financial liabilities) at FVTPL.

The classification of financial instruments depends on the objective of the business model for which it is held. Management determines the classification of its financial instruments at initial recognition.

i. Non-derivative financial assets Financial assets at amortized cost

A financial asset shall be measured at amortized cost if both of the following conditions are met:

- The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and

- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding (SPPI).

They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently carried at amortized cost using the effective interest method, less any impairment loss.

Amortized cost are represented by trade receivables, security deposits, cash and cash equivalents, employee and other advances and eligible current and non-current assets.

They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. Financial assets are measured initially at fair value plus transaction costs and subsequently carried at amortized cost using the effective interest method, less any impairment loss. Amortized cost are represented by trade receivables, security deposits, cash and cash equivalents, employee and other advances and eligible current and non-current assets.

Cash and cash equivalents comprise cash on hand and in banks and demand deposits with banks which can be withdrawn at any time without prior notice or penalty on the principal.

For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand, book overdraft and are considered part of the Company''s cash management system.

The Company has not dealt with any financial assets in the form of Debt or Equity Instruments requiring fair value measurement as at each reporting period.

ii. Non-derivative financial liabilities Financial liabilities at amortized cost

Financial liabilities at amortized cost represented by trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

Financial liabilities at FVTPL

Financial liabilities at FVTPL represented by contingent consideration are measured at fair value with all changes recognized in the Statement of Profit and Loss.

D. SHARE CAPITAL

i. Shares allotted in the period of five year immediately preceding March 31, 2017:

The Company has allotted 7,500 fully paid-up equity shares of face value of t 10/- each during the quarter ended September 30, 2014 pursuant to the ESOP scheme.

iii. Transaction cost

Under Ind AS cost incurred in regard to share Buy-back has been deducted from the other equity to the extent they are directly attributable to equity transaction. The total transaction cost incurred during the period t 1.02 Crores.

iv. Shares issued for consideration other than Cash:

During the preceding period of five years there are no shares issued for consideration other than cash.

vi. Shares reserved for issue under options Performance ESOP 2010

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 ("ESOP 2010”) for grant of 3,500,000 options convertible into 3,500,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010.

During the period, all the ESOP options have been surrendered and hence with this, ESOP 2010 is no more effective.

vii. Share allotted as fully paid up by way of Bonus Shares:

During the preceding five years, no shares have been allotted by way of Bonus Shares.

E. COMMITMENT AND CONTINGENCIES

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid for t 48.81 Million as on March 31, 2017 (as at March 31,2016 t 74.58 Million).

Contingent liability towards Bank Guarantees and LC''s given to customers and other business related requirements is t 169.07 Million as on March 31, 2017 (as at March 31, 2016 t 159.30 Million).

Accumulated Losses Of Subsidiaries

The Investments in the subsidiary companies have been made considering strategic business expansion plans, in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the company has carried the investments at cost.

G SEGMENT REPORTING

Based on the "management approach" as defined in Ind AS 108 - Operating Segments, the management evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by geographical segments. Accordingly, information has been presented along these geographical segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments. Operating income, net income, assets and liabilities has not been provided by geographies as these are not realistically allocable and identifiable. Assets and Liabilities used in the Company''s business are not identified to any of the reportable segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

J. RELATED PARTY TRANSACTION

In the normal course of business, the company enters into transactions with affiliated companies. All the transactions with related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 as applicable and the details have been disclosed in the financial statements as required by the Indian Accounting Standard 24 (Ind AS) as follows:

Subsidiary Companies Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Ltd, U.K Infinite Computer Solutions Pte Ltd, Singapore Infinite Computer Solutions Sdn, Bhd, Malaysia Infinite Computer Solutions (Shanghai) Co. Ltd Infinite Computer Solutions Canada Inc Infinite Carehub LLC Infinite Convergence Solutions, Inc.

India Comnet International Pvt. Ltd.

Infinite Infocomplex Pvt Ltd.

Infinite Infoworld Ltd.

Infinite Infopark Ltd.

Infinite Techhub Limited Infinite Techworld Limited Infinite InfoCity Limited Infinite Techcity Limited Infinite Techsoft Limited Infinite Skytech Limited Infinite Thinksoft Limited Infinite Techmind Limited Infinite Techdata Limited Infinite Tech Ventures Limited Whole-Time Managing Director of the Company Upinder Zutshi

Non Whole-Time Director of the Company Sanjay Govil

Key Managerial Personnel Sanjeev Gulati - EVP & CFO

Rajesh Kumar Modi - Company Secretary

Enterprises in which key management personnel and N C Data Systems Private Limited

their relatives are able to exercise significant influence Instos Inc, USA

K. INCOME TAXES

In accordance with Indian Accounting Standard (Ind AS) 12 on accounting for taxes on income, the deferred tax charge of t 8.52 Million as on March 31, 2017 (previous year t 1.67 Million) for the current period has been recognized in the Profit & Loss account. The tax effect of significant timing differences as of March 31, 2017 that reverse in one or more subsequent years gave rise to the following net deferred tax assets/(liability) as at March 31, 2017.

* Does not include receipts in convertible foreign exchange aggregating to t 68.40 Million for year ended March 31, 2017 (Previous Year ended March 31, 2016 t 64.44 Million) in respect of services provided in India.

N. CREDIT FACILITIES WITH BANKS

The Company has a sanctioned Non-Fund based credit facilitates with Banks aggregating to t 582 million as on March 31, 2017, which are secured by equitable mortgage on Land and Building, and pari-passu charge over all movable fixed assets and entire current assets.

P. FIRST-TIME ADOPTION OF IND-AS

The Company has prepared the condensed financial statements in accordance with Ind-AS. For periods up to and including the year ended March 31, 2016, the Company prepared its financial statements under previous GAAP. In preparing these financial statements, the Company''s opening Balance Sheet was prepared as at April 01, 2015, the Company''s date of transition to Ind-AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the Balance Sheet as at April 01, 2015 and the financial statements for the year ended March 31, 2016.

Q. DISCLOSURE OF SPECIFIED BANK NOTES (SBNs)

During the year, the company has specific bank notes or other denomination note as defined in the MCA notification G.S.R.308(E) dated March 30, 2017 on the details of specified bank notes (SBNs) held and transacted during the period from November 08, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per notification is given as under

R. RECLASSIFICATION

Previous year''s figures have been regrouped and/or re-arranged wherever necessary to conform to current year''s groupings and classifications.

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Mar 31, 2016

1. Share Capital

a. Shares allotted in the period of five year immediately preceding March 31, 2016:

The Company has allotted 7,500 fully paid-up equity shares of face value of t 10/- each during the quarter ended September 30, 2014 pursuant to the ESOP scheme.

Earlier Share Buyback scheme has been closed on June 4, 2014.

c. Shares issued for consideration other than Cash

During the preceding period of five years there are no Shares issued for consideration other than cash.

d. Shareholding in excess of 5% :

Shareholdings in excess of 5 percent of the aggregate share capital of the company as on Mar 31, 2016 is:

-M/s. Infinite Technologies, LLC, holding 2,58,23,336 shares forming 66.72%.

e. Shares reserved for issue under options Performance ESOP 2010

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 ("ESOP 2010”) for grant of 35,00,000 options convertible into 35,00,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 .

The Remuneration and Compensation committee of the Company administers this Plan. The options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value.

f. Share allotted as fully paid up by way of Bonus Shares:

During the preceding five years no shares have been allotted by way of Bonus Shares.

2. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid t 74.58 Million (as at March 31, 2015 t 152.97 Million).

Contingent liability towards Bank Guarantees and LC''s given to customers and other business related requirements is t 159.30 Million (as at 3March 31, 2015 t 306.01 Million).

3. Accumulated Losses of Subsidiaries

The Investments in the subsidiary companies have been made considering strategic business expansion plans, and in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the company has carried the investments at cost.

4. Managerial Remuneration

Managerial Remuneration under section 197 of the Companies Act, 2013 paid to the Managing and Whole Time Directors of the company are as follows:

5. Assumption on Actuarial Valuation

As required under Accounting Standard 15, the Company has adopted the following assumption for actuarial valuation of defined benefit and contribution plan:

6. Reclassification

Previous year''s figures have been regrouped and/or re-arranged wherever necessary to conform to current year groupings and classifications.

7. Credit Facilities With Banks

The Company has a sanctioned Non-Fund based credit facilitates with Banks aggregating to t 582 million as on March 31, 2016, which are secured by equitable mortgage on Land and Building, and pari-passu charge over all movable fixed assets and entire current assets.

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Mar 31, 2015

1. Background

Infinite Computer Solutions (India) Ltd is a publicly listed global IT company. Accredited amongst NASSCOM's Top 20 IT companies and a recipient of Stevie Awards, Fierce innovation awards and TMC net CRM excellence awards. Infinite has its expertise in Platformized™ Solutions and Frameworks for IT Services, Product Engineering Services, Enterprise Mobility & Next-Gen Messaging Products & Solution. With a global team of over 5000 employees, Infinite partners with Fortune 1000 companies from Telecom & Media, Healthcare, BFSI, Hi-Tech & Technology sectors.

The accompanying Financial Statements reflect the Results of the activities undertaken by the Company during the Financial Year ended March 31, 2015.

2. Share Capital

a. Shares issued for consideration other than cash

During the preceeding period of five years there are no Shares issued for consideration other than cash.

b. Shareholding in excess of 5%

The following is the list of shareholders holding Equity shares in excess of 5 percent of the aggregate Share Capital of the Company as on March 31, 2015.

a) M/s. Mahavi Holdbull Inc. holding 2,58,23,336 shares forming 64.31%.

c. Shares reserved for issue under options

Performance ESOP 2010

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 (revised 2011) for grant of 35,00,000 options convertible into 35,00,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 .

3. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid Rs. 152.97 Million (as at March 31, 2014, Rs. 192.23 Million).

Contingent liability towards bank guarantees and LC's given to customers and other business related requirements is Rs. 306.01 Million (as at March 31, 2014, Rs. 164.00 Million).

4. Accumulated Losses of Subsidiaries

The Investments in the subsidiary companies have been made considering strategic business expansion plans & in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the Company has carried the investments at cost.

5. Related Party Transaction

In the normal course of business, the Company enters into transactions with affiliated companies. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 is as follows:

a. Subsidiary Companies

Infinite Computer Solutions Inc., USA Infinite Computer Solutions Limited, U.K Infinite Computer Solutions Pte Ltd, Singapore Infinite Computer Solutions Sdn, Bhd, Malaysia Infinite Computer Solutions (Shanghai) Co. Ltd. India Comnet International Pvt. Limited Infinite Convergence Solutions, Inc. Infinite Infocomplex Pvt. Limited Infinite Infoworld Limited Infinite Infopark Limited Infinite Techhub Limited Infinite Techworld Limited Infinite Infocity Limited Infinite Techcity Limited Infinite Techsoft Limited Infinite Skytech Limited Infinite Thinksoft Limited

b. Managing Director of the Company

Upinder Zutshi

c. Key Managerial Personnel

Sanjeev Gulati - CFO Rajat Kalra - Company Secretary

d. Non-Whole Time Directors of the Company

Sanjay Govil

e. Enterprises in which Key Management personnel and their relatives are able to exercise significant influence

N C Data Systems Private Limited

6. Depreciation

Pursuant to the enactment of the Companies Act 2013 ( the Act), the Company has, effective April 1, 2014, revised the estimated useful lives of its fixed assets, in accordance with the provisions of Schedule II to the Act. Consequently, during the year ended on March 31, 2015, the depreciation charged is higher and the Profits are lower by Rs. 2,08,03,165. Further, Rs. 8,39,06,539 representing the carrying amount of the assets whose useful life is nil, has been adjusted against the opening balance of retained earnings.

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Mar 31, 2014

1. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Notes to these consolidated Financial Statements are intended to serve as a means of informative disclosure and a guide to better understanding. Recognising this purpose, the company has disclosed only such notes from the individual financial statements, which fairly present the needed disclosures.

2. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has been paid Rs 192.23 Million (Previous year Rs. 227.58 million).

Contingent Liability towards Bank Guarantees and LCs given to customers and other business related requirements is Rs. 164.00 million (Previous year Rs. 281.40 million).

3. Share Capital

Share holding in excess of 5%

The following is the list of shareholders holding equity shares in excess of 5 percent of the aggregate share capital of the company as on March 31, 2014

M/s. Mahavi Holdbull Inc. holding 2,58,23,336 shares forming 63.85%

4. Related Party Transactions

In the normal course of business, the Company enters into transactions with affiliated Companies. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 are as follows: -

Subsidiary Companies

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions (Shanghai) Co. Ltd.

Infinite Computer Solutions Ltd, U.K India Comnet

International Pvt. Ltd.

Infinite Infopark Ltd.

Infinite Data Systems UK Ltd.

Infinite Convergence Solutions, Inc.

Infinite Infocomplex Pvt. Ltd.

Infinite Infoworld Pvt. Ltd.

Infinite TechHub Limited Infinite TechWorld Limited

Infinite InfoCity Limited

Managing Director of the Company

Upinder Zutshi

Whole time Director of the Company

Navin Chandra

Non - Whole time director who is able to exercise significant influence

Sanjay Govil

Enterprises in which key management personnel & their relatives are able to exercise significant influence

N.C. Data Systems Private Limited Instos Inc. USA (formerly International Computer Solutions Inc, USA)

5. Goodwill on Consolidation

Opening goodwill as shown in the Consolidated Balance Sheet was Rs. 546.47 million in respect of acquisition of 100% stock of India Comnet International India Private Limited by Infinite Computer Solutions Inc. which has increased to Rs. 611.98 million as on March 31, 2014, increase of Rs. 65.51 million over the previous quarter's balance is attributable to exchange difference.

6. Share Buyback Scheme

Under the approved Share buy-back Scheme, the company has bought back and cancelled 2,116,836 equity shares during the year.

7. Closure of Subsidiary

The company has applied that its wholly owned subsidiary, Infinite Data Systems, UK , be struck off the register and the Registrar has confirmed the notification of the dissolution.

Previous year's figures have been regrouped / recast to conform to current year's classification.

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Mar 31, 2013

1. Background

Infinite Computer Solutions (India) Limited (''the Company''), a Public Limited Company, is a global service provider of Application Management Outsourcing, Remote Infrastructure Management Services, R&D and Intellectual Property Leveraged Solutions and related IT Services.

The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended Mar31,2013.

2. Amalgamation of Subsidiary Companies

During the year M/s Comnet International Company, a sub-subsidiary, has been merged w.e.f. 1st April, 2012, with the Company''s subsidiary, Infinite Computer Solutions Inc,USA.

Further, two of the Company''s subsidiaries have been amalgamated with the Company with the appointed date 1st April 2012 and the effective date 26th Sep 2012. The transactions and cashflows during this period are not disclosed separately as these are not material. Therefore previousyearflgures do not includethe figures of these two subsidiary companies.

3. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid Rs.227.58 Million(as at 31st Mar12 Rs. 123.57).

Contingent liability towards Ban kGuarantees and LC''s given to customers and other business related requirements is Rs. 281.40 Million (as at 31st Mar 2012 Rs.288.31 Million).

A bank guarantee for an amount of Rs. 6.5 Million in respect of a contract for software services had been invoked by a customer in FY 2009-10. The company also has counter claims against the customer, and in order to recover its dues it has opted to go for arbitration. Pending conclusion of such arbitration proceedings no provisions have been made in the accounts.

4. Accumulated Losses of Subsidiaries

The Investments in the subsidiary companies have been made considering strategic business expansion plans, & in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the company has carried the investments at cost.

5. Related Party Transaction

In the normal course of business, the company enters into transactions with affiliated companies. The names of related parties of the company as required to be disclosed under Accounting Standard 18is as follows:

a. Subsidiary Companies Infinite Computer Solutions Inc USA Infinite Computer Solutions Ltd, U.K Infinite Computer Solutions Pte Ltd, Singapore Infinite Computer Solutions Sdn,Bhd, Malaysia Infinite Computer Solutions (Shanghai) Co. Ltd. India Comnet International Pvt. Ltd.

Infinite Convergence Solutions, Inc. Infinite Data Systems UK Ltd. Infinite Infocomplex Pvt Ltd Infinite Infoworld Ltd Infinite Infopark Ltd Infinite Techhub Limited Infinite Techworld Limited Infinite Infocity Limited

b. WholeTime Directors of the Company Navin Chandra

UpinderZutshi

6. Income Taxes

Minumum Alternate Tax (MAT) recoverable has been recognized, of Rs 45.44 million relating to the company and Rs 49.54 million relating to its erstwhile subsidiary Infinite Data Systems Pvt Ltd, since merged with the Company.

In accordance with accounting standard 22 on accounting for taxes on income the deferred tax charge of Rs.15.21 Million (Rs. 13.38 Million for the year ended 31" March 2012) for the current year has been recognized in the profits loss account. The tax effect of significant timing differences as of Mar 31,2013 that reverse in one or more subsequent years gave rise to the following net deferred tax assets/ (liability) as at Mar31,2013.

7. Transactions of Derivative Instruments & forwards contracts

All gains or losses in derivative instruments are recorded on the Balance Sheet date at mark to market value. The Company has accordingly provided for the Loss of Rs. Nil Million (previous year ended 31st Mar 2012 Rs. Nil Million) on such contracts in the books.

The following forward contracts are outstanding as on 31st Mar 2013: For USD-37.50 Million USD.

8. Reclassification

Previous year''s figures have been regrouped and/or re-arranged wherever necessary to conform to current quarter''s groupings and classifications.

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Mar 31, 2012

1. BACKGROUND

Infinite Computer Solutions (India) Limited ('the Company'), a Public Limited Company, is a global service provider of Application Management Outsourcing, Remote Infrastructure Management Services, R&D and Intellectual Property Leveraged Solutions and related IT Services.

The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended Mar31, 2012.

2. SHARE CAPITAL

Share holding in excess of 5% :

The following is the list of shareholders holding Equity shares in excess of 5 percent of the aggregate share capital of the company as on March 31, 2012.

1) M/s. Mahavi Holdbull Inc. holding 2,58,23,336 shares forming 60.68%

2) M/s T.Rowe Price International Inc holding 22,02,278 shares forming 5.17%

The Company closed its Buy Back Scheme on December 12,2011 by buying-back 14,00,000 Equity Shares (being the "Maximum Offered Shares") from the open market. Till closure of Buy Back, the Company had utilized Rs. 16.30 Crores, being 60.38% of the total amount of Rs. 27 Crores authorized for the said Buy back. Post the extinguishment of these shares, the paid Up Equity Share Capital of the Company stands reduced to Rs. 42,55,99,950 constituting of 4,25,59,995 Equity Shares of Rs. 10/- each.

Performance ESOP 2010

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 ("ESOP 2010") for grant of 35,00,000 options convertible into 35,00,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 in September 2010.

The Remuneration and Compensation committee of the Company administers this Plan. The options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The particulars of the options granted are as follows:

3. AMALGAMATION OF SUBSIDIARY COMPANIES

The Board of directors has approved a scheme of Amalgamation of two of its wholly owned subsidiaries M/s Infinite Infosoft Services Private Limited and M/s Infinite Data Systems Private Limited with itself w.e.f. 1st April, 2012.

Further M/s Comnet International Company, a sub-subsidiary, is merging with the Company's subsidiary Infinite Computer Solutions Inc., USA w.e.f. 1st April, 2012.

Pending completion of requisite formalities, appropriate accounting entries in the books of accounts are yet to be passed.

4. COMMITMENT AND CONTINGENCIES

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid Rs. 123.57 Million (Previous year Rs. NIL).

Contingent liability towards Bank Guarantees and LC's given to customers and other business related requirements is Rs 288.31 Million (Previous year Rs. 487.84 Million) and towards corporate guarantee on behalf of wholly owned subsidiaries is USD 100 Million (Previous year USD 100 Million).

A bank guarantee for an amount of Rs. 6.5 Million in respect of a contract for software services had been invoked by a customer in FY 2009-10. The company also has counter claims against the customer, and in order to recover its dues it has opted to go for arbitration. Pending conclusion of such arbitration proceedings no provisions have been made in the accounts.

The company has provided a Corporate Guarantee to DBS Bank Limited, Singapore, to secure the short term foreign currency loan granted to its Subsidiary Infinite Convergence Solutions Inc, of USD 8.80 million.

5. ACCUMULATED LOSSES OF SUBSIDIARIES

The Investments in the subsidiary companies have been made considering strategic business expansion plans, & in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the company has carried the investments at cost.

Pursuant to the closure of the Australian Subsidiary, Infinite Australia Pty. Ltd. on 04th May 2011, and the repatriation of the balance, the investment has been written back, after providing for the loss of Rs. 78,473.

6. RELATED PARTY TRANSACTION

In the normal course of business, the company enters into transactions with affiliated companies. The names of related parties of the company as required to be disclosed under Accounting Standard 18 is as follows:

a) Subsidiary Companies

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Ltd, U.K

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions (Shanghai) Co. Ltd.

Comnet International Company

India Comnet International Pvt. Ltd.

Infinite Data Systems Pvt Ltd

Infinite Infosoft Services Pvt Ltd

Infinite Convergence Solutions, Inc.

a) Subsidiary Companies

Infinite Data Systems UK Ltd.

Infinite Infocomplex Pvt Ltd

Infinite Infoworld Ltd

Infinite Infopark Ltd

Infinite Computer Solutions FZE

b) Whole Time Directors of the Company

Navin Chandra

Upinder Zutshi

c) Non-Whole Time Directors of the Company

Sanjay Govil

d) Enterprises in which key management personnel and their relatives are able to exercise significant influence

N C Data Systems Private Limited

7. INCOME TAXES

In accordance with accounting standard 22 on accounting for taxes on income the deferred tax charge of Rs. 13.38 Million for the current year has been recognized in the profit & loss account. The tax effect of significant timing differences as of Mar 31, 2012 that reverse in one or more subsequent years gave rise to the following net deferred tax assets/(liability) as at Mar 31, 2012.

8. TRANSACTIONS OF DERIVATIVE INSTRUMENTS & FORWARDS CONTRACTS

All gains or losses in derivative instruments are recorded on the Balance Sheet date at mark to market value. The Company has accordingly provided for the Loss of Rs. Nil Million (previous year Rs 0.62 Million) on such contracts in the books.

The following forward contracts are outstanding as on 31 st Mar 2012:

- For USD-82.35 Million USD.

9. RECLASSIFICATION

Previous year's figures have been regrouped and/or re-arranged wherever necessary to conform to current year groupings and classifications.

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Mar 31, 2011

1. Background

Infinite Computer Solutions (India) Private Limited ('the Company') incorporated in India on September 6, 1999, is a global service provider of Application Management Outsourcing, Remote Infrastructure Management Services, R&D and Intellectual Property Leveraged Solutions and related IT Services.

The Company was converted into a Public Limited Company w.e.f February 14, 2008 and a fresh Certificate of Incorporation was received from the Registrar of Companies, National Capital Territory of Delhi.

The accompanying financial statements reflect the results of the activities undertaken by the Company during the period ended March 31, 2011.

2. Commitment and Contingencies

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid Rs. NIL (Previous year Rs. NIL).

Contingent liability towards Bank Guarantees and LC's given to customers and other business related requirements is Rs 487.84 Million (Previous year Rs. 288.82 Million) and towards corporate guarantee on behalf of wholly owned subsidiaries is USD 100 Million (Previous year USD 100 Million).

A bank guarantee for an amount of Rs. 6.5 Million in respect of a contract for software services had been invoked by a customer in FY 2009-10. The Company also has counter claims against the customer, and in order to recover its dues it has opted to go for arbitration. Pending conclusion of such arbitration proceedings no provisions have been made in the accounts.

The Company has provided a Corporate Guarantee to DBS Bank Limited, Singapore, of USD 3.50 Million to secure a short term foreign currency loan granted to its subsidiary Infinite Convergence Solutions Inc of USD 3.15 Million.

3. Stock Option Plan

Performance ESOP 2010

The Board of Directors and the Shareholders of the Company approved the Key Executives Performance Option Plan 2010 ("ESOP 2010") for grant of 35,00,000 Options convertible into 35,00,000 equity shares, at their meeting in May 2010 and in August 2010 respectively. Pursuant to this approval, the Company instituted the Performance ESOP 2010 in September 2010. The Remuneration and Compensation committee of the Company administers this Plan. The Options have been granted to employees of the Company and its subsidiaries at an exercise price that is not less than the fair market value. The particulars of the Options granted are :

4. Accumulated Losses of Subsidiaries

The investments in the subsidiary companies have been made considering strategic business expansion plans & in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the Company has carried the investments at cost.

5. Related Party Transaction

In the normal course of business, the Company enters into transactions with affiliated companies and its parent. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 are as follows:

a) Subsidiary Companies

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Ltd, U.K

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions (Shanghai) Co. Ltd.

Comnet International Company

Infinite Australia Pty Ltd

India Comnet International Pvt. Ltd.

Infinite Data Systems Pvt Ltd

Infinite Infosoft Services Pvt Ltd

Infinite Convergence Solutions, Inc.

Infinite Data Systems UK Ltd.

Infinite Infocomplex Pvt Ltd

Infinite Infoworld Pvt Ltd

Infinite Computer Solutions FZE

b) Whole Time Directors of the Company Navin Chandra

Upinder Zutshi

c) Non-Whole Time Directors of the Company Sanjay Govil

d) Enterprises in which Key Management Personnel and their relatives are able to exercise significant influence

N C Data Systems Private Limited Mumal Mining Private Ltd

6. Income Taxes

In accordance with Accounting Standard 22 on accounting for taxes on income the deferred tax charge of Rs. 11.95 Million for the current year has been recognized in the Profit & Loss Account. The tax effect of significant timing differences as of March 31, 2011 that reverse in one or more subsequent years gave rise to the following Net Deferred Tax Assets / (Liability) as at March 31, 2011.

7. Contingent Liability Towards Income Tax

There is a contingent liability in respect of a demand of Income tax for FY 2005-06 for Rs. 13.50 Million, where the department has gone in appeal to the Income Tax Tribunal.

8. Transactions of Derivative Instruments & Forwards Contracts

All gains or losses in derivative instruments are recorded on the Balance Sheet date at mark to market value. The Company has accordingly provided for the gain of Rs. 0.62 Million (previous year Rs Nil ) on such contracts in the books.

The following forward contracts are outstanding as on March 31, 2011:

- For USD - 57.35 Million.

9. Reclassification

Previous year's figures have been regrouped and/or re-arranged wherever necessary to conform to current period's groupings and classifications.

Additional information pursuant to the provisions of part–II of Schedule-VI of the Companies Act, 1956.

1. Licensed and installed capacity

Not Applicable

2. Information in respect of purchase of finished goods:

Not Applicable

3. Information in respect of turnover

Not Applicable

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Mar 31, 2010

1, COMMITMENT AND CONTINGENCIES

Estimated amount of contracts remaining to be executed on capital account and not provided for against which advance has not been paid Rs. NIL (Previous year Rs. NIL).

Contingent liability towards Bank Guarantees given to customers and other business related requirements is Rs 288.82 million (Previous year Rs. 18.35 million) and towards corporate guarantee on behalf of wholly owned subsidiaries is USD 100 million (Previous year Rs. 120 million).

2, ACCUMULATED LOSSES OF SUBSIDIARIES

The Investments in the subsidiary companies have been made considering strategic business expansion plans, and in view of the intrinsic value and the business potential of the subsidiaries, these have been carried at cost. Some of the subsidiaries have accumulated losses, but as these are considered temporary and the future operations in the near term will offset these losses, the Company has carried the investments at cost.

3, MANAGERIAL REMUNERATION

Managerial Remuneration under Section 198 of the Companies Act, 1956 paid to the Managing and Whole Time Directors of the Company are as follows:

As no commission is payable to the Directors, the computation of net profits in accordance with Section 309 (5) read with section 349 of the Companies Act, 1956 has not been given.

4. LEASES

The Company is a lessee under various operating leases. Rental expense for operating leases in the year ended March 31, 2010 and year ended March 31, 2009 was Rs. 24,758,171 and Rs. 20,856,780 respectively. Expected future minimum commitments for non-cancellable leases are as follows:

5.SEGMENT REPORTING

The Company develops software products and provides software consulting services. The disclosures as required under accounting Standard 17 on segment reporting would cover geographical regions, which is as follows :-

Operating income, net income, assets and liabilities has not been provided by geographies as these are not realistically allocable and identifiable.

6. EARNINGS PER SHARE

The following is a computation of earnings per share and a reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share.

7. RELATED PARTY TRANSACTION

In the normal course of business, the Company enters into transactions with affiliated companies and its parent. The names of related parties of the Company as required to be disclosed under Accounting Standard 18 are as follows:

a) Subsidiary Companies

Infinite Computer Solutions Inc., USA

Infinite Computer Solutions Ltd, U.K

Infinite Computer Solutions Pte Ltd, Singapore

Infinite Computer Solutions Sdn, Bhd, Malaysia

Infinite Computer Solutions (Shanghai) Co. Ltd.

Comnet International Company

Infinite Australia Pty Ltd

India Comnet International Pvt. Ltd.

Infinite Data Systems Pvt Ltdl

nfinite Infosoft Services Pvt Ltd

Infinite Convergence Solutions, Inc.

Infinite Data Systems UK Ltd.

b) Whole Time Directors of the Company Navin Chandra

Upinder Zutshi

c) Non-Whole Time Directors of the Company Sanjay Govil

d) Enterprises in which key management personnel and their relatives are able to exercise significant influence

N C Data Systems Private Limited Mumal Mining Private Ltd

8).In accordance with Accounting Standard 22 on accounting for taxes on income the deferred tax charge of Rs. 5,461,731 for the current year has been recognized in the Profit & Loss Account. The tax effect of significant timing differences as of March 31, 2010 that reverse in one or more subsequent years gave rise to the following net deferred tax assets / (liability) as at March 31,2010.

9. TRANSACTIONS OF DERIVATIVE INSTRUMENTS & FORWARDS CONTRACTS

As required by the announcement made by ICAI on March 29, 2008, all derivative instruments should be recorded on the Balance Sheet date at mark to market value. As such, these contracts are accounted for after adjusting the carrying amount of the contract to the market value of each period end and recognizing any loss in earning. The Company has accordingly provided for the loss of Rs. Nil million (previous year Rs 5.58 million) on such contracts in the books.

The following forward contracts are outstanding as on March 31, 2010:

10, RECLASSIFICATION

Previous years figures have been regrouped and/or re-arranged wherever necessary to conform to current years groupings and classifications.

ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART-II OF SCHEDULE-VI TO THE COMPANIES ACT, 1956.

i. Licensed and Installed Capacity

Not Applicable

ii. Information in respect of purchase of Finished Goods

Not Applicable

iii. Information in respect of Turnover

Not Applicable

iv, Value of Imports on C.I.F basis