FCS Software Solutions Ltd

Dear Stakeholders,

The Board of Directors is pleased to present the Thirty First (31^st) Director's Report on business and operations along with Financial Statements of the Company for financial year ended 31 st March, 2024.

1. Financial Results:

The financial statements for the year ended March 31,2024, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of Companies Act, 2013, (the ‘Act') and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation of the annual accounts. The following are the financial highlights for the Financial Year 2023-24.

Amount in Lakhs

There was no revision of the financial statements for the year under review.

2. Overview of Financial Performance and State of Company's affairs:

During the Financial Year 2023-24, Company's consolidated revenue from operations was Rs. 3670.12 lakhs as against Rs. 3491.39 lakhs in the previous Financial Year 2022-23.

A detailed analysis on the Company's state of affairs and performance is included in the "Management Discussion & Analysis Report" which forms part of this Director's Report.

3. Share Capital:

The Authorized Share Capital of the Company stood at Rs. 1,85,00,00,000/- divided into 1,85,00,00,000 Equity Shares of Re. 1/- each as on 31^st March, 2024 and the paid up capital of the Company as on March 31, 2024 was Rs. 17,095.53 Lakhs comprising of 17,095.53 Lakh equity shares of Re.1 each. During the year under review, there has been no change in the capital structure of the Company.

4. Changes in the nature of business:

There were no changes in the nature of business of the company during the year under review.

5. Material changes and Commitments:

There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the balance sheet relates and the date of this report.

6. Transfer to Reserves:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

7. Dividend:

The Board of Directors of your Company, after considering the circumstances holistically and in order to conserve the resources, has decided that it would be prudent not to recommend any dividend for the year ended 31st March, 2024.

8. Director and Key Managerial Personnel fKMPI:

The Board of our Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Cessations:

i. Mr. Sunil Sharma (DIN: 05359128) resigned from the position of Executive Director w.e.f., 5th July, 2023;

ii. Mr. Mahendra Pratap Singh (DIN: 08201381) ceased from the position of Non-Executive Director w.e.f, 28th August, 2023;

Appointments:

i. Ms. Neelam Sharma (DlN: 10291133) was appointed as an Additional Director w.e.f, 29.08.2023 and her appointment was regularized as Non-Executive Director w.e.f., 28.09.2023.

ii. Mr. Ravinder Sachdeva (DIN:10280805) was appointed as an Additional Whole Time Director designated as Key Managerial Personnel w.e.f., 29.08.2023 and his appointment was regularized as Executive Whole-Time Director w.e.f., 29.08.2023.

iii. Mr. Pankaj V\fedhwa was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company w.e.f, 22.08.2024 whose appointment shall be regularized in ensuing Annual General Meeting.

Retire by Rotation:

Pursuant to the provisions of Section 152 and other applicable provisions of Companies Act, 2013, one third of directors who are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Mr. Ravinder Sachdeva, Whole Time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible he has offered himself for re-appointment.

Women Director:

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed Mrs. Archana Sharma (DIN: 08300527) and Mrs. Neelam Sharma (DIN: 10291133) who is serving on the Board of the Company since 06.05.2022 and 29.08.2023 respectively.

Key Managerial Personnel:

i. Mr.Anil Kumar Sharma resigned from the position of Chief Financial Officer w.e.f. 11.09.2023.

ii. Mr. Narendra Prasad Sah was appointed as Chief Financial Officer and designated as Key Managerial Personnel w.e.f, 07.11.2023.

iii. Mr. Dalip Kumar is proposed to be re-appointed as the Chairman & Managing Director for a further term of consecutive five years w.e.f., 01.04.2025 to 31.03.2030 subject to the approval of Shareholders in ensuing Annual General Meeting.

9. Number of Meetings of the Board of Directors:

The Board met six times during the Financial Year 2023-24, the details of the Board Meeting with regard to their dates and attendance of each director have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Evaluation of Board's Performance:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"). The manner in which such formal annual evaluation was made by the Board is given below:

• Performance evaluation policy for Board, Committees of the Board and Directors were approved by the Board at its meeting and the same were placed on the Company's website at www.fcsltd. com.

• The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the board.

• The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

• Under law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of the independent director. During the year under review, there was no occasion to decide on the continuance of the term of appointment of any of the independent directors and hence, the question of taking a decision on their re-appointment did not arise.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation

of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

11. Board Committees:

The Board has 4 (Four) Committees:-

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance, as part of this Annual Report.

12. Management Discussion and Analysis:

The report on Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation-34 is annexed and form part of Annual Report.

13. Directors' responsibility statement:

We, the directors of FCS Software Solutions Limited, pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, confirms the following:

a. that in the preparation of the annual accounts for the Financial Year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. thatthe directors had taken properand sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

e. that the Board of Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f. that the Board of Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be available on the Company's website at www.fcsltd.com.

15. Statement on Declaration under Section 149f61 of the Companies Act. 2013:

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) and 25(8) of Listing Regulations and have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties.

All Independent Directors have registered their name in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs and renewal of name in data bank of independent directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

16. Policy on Directors' Appointment and Remuneration and other details:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

The Board of Directors of our Company has reviewed the affairs of all the subsidiary companies. A statement of holding company's interest in subsidiaries as required under Section 129 of the Companies Act, 2013, forms part of this annual report.

A Statement containing salient features of the Financial Statement of subsidiaries is provided in annexure to Financial Statements forming the part of Annual Report. In accordance with the third proviso of the Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements have been placed on the website of the Company at www.fcsltd.com.

17. Particulars of Contractor Arrangement with Related Party:

With reference to Section 134(3)(h) of Act, all contracts and arrangements with related parties were approved by audit committee and whenever required, also by the Board of Directors. All transactions entered into by the Company with related parties during the Financial Year were in the Ordinary course of business and on an arm's length basis. The Company did not enter into any transactions with KMP's other than payment of their remuneration. As stipulated by section 134(3)(h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014, particulars of related party transactions are given in Form No. AOC-2 as "Annexures-A" to this report. In compliance with Regulation 46(2)(g) of listing regulation policy on dealing with related party transactions as approved has been hosted on the Company's website.

A confirmation as to compliance of Related Party Transactions as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also sent to stock exchanges. Disclosure of related party transactions on consolidated basis is also sent to Stock Exchange after publication of Financial Results for half year.

18. Particulars of Loan. Guarantees or Investments:

In Compliance with the provisions of Section 134(3)(g) forming part of this Annual Report particulars of loans, Guarantees and Investment covered under the provisions of section 186 of Companies Act, 2013 are provided in the notes to the Financial Statement.

19. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure B" which forms part of this Report.

20. Particulars of Remuneration of Directors. Key Managerial Personnel and Employees:

Information as per Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure -C" to this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not provided since there were no employees who were drawing remuneration more than Rs. 102 lakhs per annum during the year or Rs. 8.5 lakhs per month if employed for part of the financial year under review.

21. MD/CFO Certification:

The Managing Director and CFO certification of the Financial Statements of the year 2023-2024 is annexed in this Annual Report and a Declaration by the Chairman & Managing Director as required under Para D of Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as an "Annexure D".

22. Certificate of Non- Disqualification of Directors:

The Certificate required as per Regulation 34(3) and Schedule V Para C clause (10) (i) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of Annual Report is annexed as "Annexure-E".

The Board of Directors of the Company has appointed M/s. Vikas Gandhi & Associates, Practicing Company Secretaries, to provide certificate of Non- disqualification from professional for the F.Y. 2023- 2024. The certificate of Non-disqualification of directors of M/s. Vikas Gandhi and Associates, Practicing Company Secretaries for the financial year ended 31 st March, 2024, is annexed herewith.

23. Deposits:

The Company has not accepted any deposits within the purview of provisions of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount on account of principal or interest was outstanding as on the date of Balance Sheet during the year under review. Hence, the requirement of furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

24. Corporate Social Responsibitv fCSRI:

In terms of provisions of section 135 of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility) Rule, 2014 and other clarification issued by Ministry of Corporate Affairs, the conditions to comply CSR is not applicable to the Company. Hence the provisions are not applicable.

25. Subsidiaries. Joint Ventures and Associate Company as per Companies Act. 2013:

As of 31st March, 2024, Company has Three Wholly Owned Subsidiary Companies outside India, viz. F.C.S Software Middle East FZE in UAE, FCS Software Solutions GmbH, in Germany and FCS Software (Shanghai) Co. Ltd. in China, FCS has two Wholly Owned Subsidiary Companies in India i.e. Insync Business Solutions Limited, Stablesecure Infra services Private Limited and one material subsidiary namely Bloom Healthcare and Hospitality Management Private Limited.

M/s. Enstaserv Eservices Limited is the associate company of FCS Software Solutions Limited.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) forms part of the Annual Report and are reflected in consolidated Financial Statement of the Company.

26. Internal Financial Control:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, the timely preparation of reliable disclosures.

27. Ensuring Compliance of laws:

The company has devised and set in place proper systems to ensure compliance of all laws applicable to the company.

28. Sweat Equity. Bonus or Employee Stock option:

The Company has not issued any sweat equity, bonus shares or stock option scheme during the year under review.

29. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been posted on the Company's website atwww.fcsltd.com.

30. Transfer to Investor Education and Protection Fund:

During the year, the Company was not required to transfer any amount to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

31. Policy on Sexual Harassment:

FCS has adopted a policy on prevention, prohibition and redressal for employees on sexual harassment at workplace as per The Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Board has also constituted Internal Compliant Committee for resolution of these cases.

During the financial year 2023-24 there was no substantial case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. Vigil Mechanism/Whistle Blower Policy:

In Compliance with the provisions of Section-177(9) of the Companies Act, 2013 read with Rule- 7 of Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has a vigil mechanism through Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and is also placed on the website of the Company.

33. Corporate Governance Report:

As stipulated by Regulation 34(3) read with Schedule V (c) of listing regulations, a Report on Corporate Governance along with a certificate from the M/s. Neeraj Arora & Associate, Company Secretaries, confirming compliance with the conditions of the Corporate Governance is forming part of this report.

Certificate confirming compliance of the conditions of Corporate Governance, is provided as "Annexure F" to this Director's Report.

34. Consolidated Financial Statements:

The Consolidated Financial Statements of the Company has been prepared in accordance with applicable Accounting Standards forms a part of this Annual Report.

35. Company's policy relating to directors appointment, payment or remuneration and discharge of their duties:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has adopted a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

36. Auditors Statutory Auditors

M/s. SPMG & Co., Chartered Accountants, is the existing statutory auditor of the Company who was appointed at 29th Annual General Meeting held on 03/08/2022 for the period of 5 years to hold the office till conclusion of AGM to be held in year 2027.

The Audit Report on the Financial Statements of the Company for the Financial Year ended March 31, 2024 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Auditor

The Board of Directors of the Company has appointed M/s. Neeraj Arora and Associates, Practising Company Secretaries, to conduct Secretarial Audit for the F.Y. 2023-24. The Secretarial Audit Report of the Company and its material Subsidiary Company, Bloom Healthcare and Hospitality Management Private Limited as issued by M/s. Neeraj Arora and Associates, Practising Company Secretaries for the financial year ended 31st March, 2024, is annexed herewith as "Annexure-G1 and G2" respectively.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Internal Auditor

The Board of Directors of the Company has appointed M/s. Vijay Kumar & Associates, Chartered Accountants as an internal auditor of the Company for financial year 2023-24.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

37. Listing Fees:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532666 and on National Stock Exchange of India Limited (NSE) with scrip code of FCSSOFT. The Company confirms that the annual listing fees to both the stock exchanges for the Financial Year 2023-24 have been paid.

38. Secretarial Standards:

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ‘Meetings of the Board of Directors' and Secretarial Standard - 2 (SS-2) on ‘General Meeting' and both the Secretarial Standards have been approved by the Central Government under Section 118(10) of the Act.

Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the Company to observe the Secretarial Standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto.

39. Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report under Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was issued by Neeraj Arora & Associates, Practicing Company Secretaries, for the Financial year ended March 31, 2024 and the same has been filed with Stock Exchange.

40. Fraud Reporting:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee or the Board of Directors during the Financial Year under review.

41. Disclosure of Employee Stock Option Scheme / Purchase Scheme:

During the year under review, Company has not provided any employee stock option / purchase scheme.

42. Significant / Material orders passed bvthe Reaulator/Courts/Tribunal:

During the year, there were no any significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

43. Investor Services:

To improve investor services, your Company has taken following initiatives:-

- An investor relation section on website of Company (www.fcsltd.com)

- Email-id (investors@fcsltd.com'l for sending communication to Company Secretary.

a. Issue of sweat equity shares: NA

b. Issue of shares with differential rights: NA

c. Disclosure on purchase by Company or giving of loans by it for purchase of its shares:

NA

d. Disclosure about revision : NA

e. Preferential Allotment of Shares: NA

45. Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code. 2016 fIBCl:

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself and there is no pending proceeding against Company under the IBC before the NCLT.

46. One-time settlement with any bank or Financial Institution:

There was no instance of one-time settlement with any Bank or Financial Institution.

47. Acknowledgement:

The Directors thank the Company's employees, customers, vendors, investors, service providers, bankers for their continued support. The Directors also convey a special thanks to the Government of India, particularly Ministry of Communication and Information Technology, GST departments, the

Income Tax department, Ministry of Corporate Affairs, Office of Registrar of Companies, New Delhi, Development Commissioner of Special Economic Zones, particularly of Noida for their co-operation.