The Board of Directors is pleased to present the Thirty Second (32^nd) Annual Report on business and
operations along with Audited Statement of Accounts of FCS Software Solutions Ltd. & its subsidiaries for
the financial year ended March 31,2025, along with material changes and commitments, if any, affecting the
financial position of the Company, which have occurred between the financial year of the Company to which
the Balance Sheet relates and the Date of this Report.

1. Financial Results & Related Compliances:

The financial statements for the year ended March 31, 2025, 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. The Management evaluates all recently issued or revised accounting standards
on an ongoing basis.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 2024-25.

Fiscal Performance:

Key aspects of your Company's financial performance for the fiscal 2024-25 are tabulated below:

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

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

The financial year ended March 31, 2025, marked a period of strong recovery and financial
consolidation for the Company, with both standalone and consolidated financials reflecting significant
improvement over the previous year. The Company's performance was driven by focused operational
efficiency, cost optimization, and a strategic approach to long-term value creation.

Standalone Financial Performance

For FY 2024-25, the Company reported Revenue from Operations of Rs. 3,267.51 lakh, compared
to Rs. 3,619.08 lakh in the previous year. While revenue saw a modest decline of approximately
9.7% due to macroeconomic and sectoral challenges, the Company effectively managed its cost
structure.

Total Income stood at Rs. 3,331.29 lakh, down from Rs. 3,751.77 lakh in FY 2023-24. Total Expenses
were controlled at Rs. 3,061.06 lakh, marginally lower than the previous year. As a result, the Company
posted a Profit Before Tax (PBT) of Rs. 348.15 lakh in FY 2024-25, a significant turnaround from a
loss of Rs. 1,397.26 lakh in FY 2023-24. Profit After Tax (PAT) stood at Rs. 273.93 lakh, compared
to a loss of Rs. 1,392.65 lakh in the previous year.

Notably, Other Comprehensive Income turned strongly positive at Rs. 4,915.51 lakh, versus a negative
Rs. 2,780.20 lakh in FY 2023-24.

Consolidated Financial Performance

On a consolidated basis, which includes performance from subsidiaries and associates, Revenue
from Operations remained steady at Rs. 3,654.04 lakh in FY 2024-25, compared to Rs. 3,670.12 lakh
in the previous year. Other Income decreased from Rs. 901.98 lakh to Rs. 816.48 lakh. Total Income
was Rs. 4,470.52 lakh, slightly down from Rs. 4,572.10 lakh in FY 2023-24. Despite revenue stability,
the Company achieved a significant turnaround in profitability. Profit Before Tax (PBT) improved to
Rs.502.38 lakh, from a consolidated loss of Rs. 1,209.04 lakh in FY 2023-24. Profit After Tax (PAT)
stood at Rs. 373.05 lakh, as compared to a net loss of Rs. 1,204.53 lakh in the previous year.

Other Comprehensive Income was Rs. 1,402.09 lakh, up from a negative Rs. 1,399.68 lakh.

The Company has regained financial stability, streamlined operations, and strengthened its governance
and risk management. Management remains focused on sustainable growth and long-term value
creation.

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.18,500.00 Lakhs divided into 1,85,00,00,000
Equity Shares of Rs. 1/- each as on 31^st March, 2025 and the paid up capital of the Company as on
March 31,2025 was Rs. 17,095.53 Lakhs comprising of 1,70,95,53,100 Equity shares of Rs.1/- each.
During the year under review, there has been no change in the capital structure of the Company.

The facility of Dematerialization of Shares is provided to the shareholders.

The shares of the Company are under dematerialization (“Demat”) category and are available for
demat on National Securities Depository Limited (NSDL) and Central Depository Limited (CDSL)
in India. The International Securities Identification Number (ISIN) allotted to the Company's shares
is INE512B01022. Of the entire paid up shares 1,70,95,53,100 Equity shares, 99.97% are in
dematerialized form as at March 31,2025.

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, 2025.

8. Subsidiaries, Joint Ventures and Associate Company as per the Companies Act, 2013:

As of 31st March, 2025, the Company has Two Wholly Owned Subsidiary Companies outside India,
viz. 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, Stable
secure Infra services Private Limited and one material subsidiary namely Bloom Healthcare and
Hospitality Management Private Limited and one Associate Company Namely Enstaserv Eservices
Limited.

Subsidiary Companies

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(3) of the
Companies Act, 2013, forms part of this annual report.

During the financial year, the Board of Directors in their meeting held on 13th August, 2024 approved
the closure of FCS Software Middle East FZE, a wholly owned subsidiary of the Company incorporated
in Dubai.

The decision to close the subsidiary was taken in alignment with the Company's strategic intent to
consolidate its international operations, improve cost efficiency, and rationalize its global corporate
structure. The said subsidiary was either non-operational or not contributing significantly to the overall
business objectives of the Group.

The closure process was carried out in compliance with the applicable laws and regulatory
requirements of Dubai, including dissolution/liquidation procedures as per the Ras Al Khaimah
Economic Zone Authority (RAKEZ). All statutory obligations in the said country have been duly
complied with.

The closure of the foreign subsidiary does not have any material adverse impact on the consolidated
financial position or operations of the Company.

FCS Software Middle East FZE, a Wholly Owned Subsidiary registered in accordance with the
Company Regulations of the Ras Al Khaimah Economic Zone Authority (RAKEZ) (“Company
Regulations”), having License Number 5004413 was officially de-registered on 10th October,
2024 in pursuance of certificate of de-registration issued at Ras Al Khaimah Economic Zone
Authority (RAKEZ).

The Board places on record its appreciation for the contributions made by the subsidiary during its
tenure of operations and expresses gratitude to all stakeholders associated with the said entity.

Associate Company

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

A Statement containing salient features of the Financial Statement of subsidiaries and Associate and
their contribution to the overall performance of the Company is provided in annexure to Financial
Statements forming the part of Annual Report in Form AOC-1. 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.

9. Director’s and Key Managerial Personnel’s (KMP):

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

Cessations:

i. Mr. Shayam Sunder Sharma (DIN: 00272803) resigned from the position of Non-Executive
Independent Director due to completion of his tenure w.e.f., 23^rd September, 2024;

ii. Mr. Brijesh Singh Bhaduriya (DIN: 00489983) resigned from the position of Non-Executive
Independent Director due to pre-occupied work w.e.f., 20^thJanuary, 2025;

iii. Mr. Pradeep Kumar Sharma (DIN: 10944540) resigned from the position of Additional Director
due to pre-occupied work w.e.f., 28^th February, 2025.

Appointments:

i. Mr. Pankaj Wadhwa was appointed as an Additional Director in the capacity of Non-Executive
Independent Director of the Company w.e.f, 22.08.2024 his appointment was regularized as
Non-Executive Independent Director w.e.f., 20.09.2024.

ii. Mr. Pradeep Kumar Sharma (DIN: 10944540) was appointed as an Additional Director w.e.f,
13^th February, 2025.

iii. Ms. Dolly Saini (DIN: 08161861) was appointed as an Additional Director in the capacity of
Non-Executive Independent Director of the Company w.e.f, 23.05.2025 whose appointment
shall be regularized in ensuing Annual General Meeting.

iv. Mr. Nitish Kumar Singh (DIN: 07702754) was appointed as an Additional Director in the capacity
of Non-Executive Independent Director of the Company w.e.f, 22.07.2025 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. Mrs. Neelam Sharma, Non-Executive Director is liable
to retire by rotation at the ensuing Annual General Meeting and being eligible she has offered herself
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), Mrs. Neelam Sharma (DIN: 10291133) and Ms. Dolly Saini (DIN:
08161861) who are serving on the Board of the Company since 06.05.2022, 29.08.2023 and
23.05.2025,respectively.

Key Managerial Personnel:

i. Ms. Harsha Sharma resigned from the position of Company Secretary w.e.f, 22^nd January, 2025;

ii. Mrs. Deepti Singh was appointed as Company Secretary & Compliance Officer of the Company
w.e.f., 13.02.2025.

10. Number of Meetings of the Board of Directors:

The Board met six times during the Financial Year 2024-25, 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.

11. 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.

12. 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.

13. 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.

14. 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 2025,
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. that the directors had taken proper and sufficient care for the 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.

15. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 will be available on the Company's website at www.fcsltd.com.

16. Statement on Declaration under Section 149(6) 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.

In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, 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.

17. Particulars of Contract or 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. Further, there are no material related party transactions for the Financial
Year ended March 31,2025.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set
out in Notes to the Financial Statements of the Company.. Disclosure of related party transactions on
consolidated basis is also sent to Stock Exchange after publication of Financial Results for half year
within the prescribed time period.

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 Standalone 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 2024-2025
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)
Regulation, 2015 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.

The Board of Directors of the Company has appointed M/s. Vikas Gandhi & Associates, Practicing
Company Secretaries, to provide certificate of Non-disqualification of directors for the F.Y 2024-2025.
The certificate on non-disqualification of directors as obtained from M/s. Vikas Gandhi and Associates,
Practicing Company Secretaries for the financial year ended 31st March, 2025, is annexed herewithas
“Annexure-E”.

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 Responsibility (CSR):

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

25. Internal Financial Control and their adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its
businesswith reference to financial statements, 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.
Necessary certification by the Statutory Auditors in relation to Internal Financial Control under Section
143(3)(i) of the Companies Act, 2013 forms part of the Audit Report.

26. RISK MANAGEMENT

In line with the regulatory requirements, the Company has framed a Risk Management Policy to
identify and assess the key risk areas and monitor the same. The Board periodically reviews the
risks and suggests steps to be taken to control the risks. Details on the Company's risk management
policy etc. is provided in the Management Discussion and Analysis Report forming part of this report.
Further, at present, there are no risk which may threaten the existence of the Company.

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 at www.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 Harassment 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 2024-25 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 actual & suspected fraud and mismanagement,

if any. There have been no instances of Whistle blowing during the year under review.The details of
the policy is explained in the Corporate Governance Report and is also placed on the website of the
Companyat www.fcsltd.com.

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 annexed 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 has been disclosed in the Corporate Governance Report, which forms part
of this report and is also available on the Company's website at https://fcsltd.com/compliance/2019/
October/14 2019 Nomination Remunaeration Policy 66b45e7113d37.pdf

36. Auditors
Statutory Auditors

Pursuant to the requirements of Section 139(1) and 139(2) of the Companies Act, 2013, M/s. SPMG
& Co., Chartered Accountants, is the existing statutory auditor of the Company who was appointed at
29^thAnnual General Meeting held on 3^rd August, 2022 for a period of 5 (five) years to hold the office till
conclusion of AGM to be held in year 2027.

The Auditors Report read with relevant Notes thereon for the Financial Year ended March 31,2025
does not contain any qualification, reservation or adverse remark made by the Statutory Auditors and
same is self-explanatory.Hence, the need for explanation or comments by the Board does not arise.
The report of the Statutory Auditor forms a part of the financial statements.

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, Practicing
Company Secretaries, to conduct Secretarial Audit for the F.Y 2024-25. The Secretarial Audit Report
of the Company and is material Subsidiary Company, Bloom Healthcare and Hospitality Management
Private Limited as issued by M/s. Neeraj Arora and Associates, Practicing Company Secretaries
(Firm Registration Number - S2019DE706400 and Peer Review Certificate Number - 3738/2023)
for the financial year ended 31st March, 2025, is annexed herewith as “Annexure-GI and G2”
respectively.

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

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI
Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors
at their respective meetings held on 22^nd July, 2025 have approved & recommended for approval by
Members, the appointment of M/s. Neeraj Arora and Associates, Practicing Company Secretaries
(Firm Registration Number- S2019DE706400 and Peer Review Certificate Number - 3738/2023) as
Secretarial Auditor for a term of upto 5 (Five) consecutive financial years, to hold office from April 1,
2025 upto March 31,2030.The Secretarial Auditors also have confirmed that they are not disqualified
to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your
Company.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this
AGM.

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 2024-25.

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 2024-25 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 under Regulation 24(A) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was issued by M/s Neeraj
Arora & Associates, Practicing Company Secretaries, for the Financial year ended March 31, 2025
and the same has been filed with Stock Exchange within the prescribed time period.

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 by the Regulator/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) for sending communication to Company Secretary.

44. Other Event based disclosures:

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 in financial statements etc. : NA

e. Preferential Allotment of Shares: NA

f. Buy Back of shares: NA

45. Corporate Insolvency Resolution Process initiatedunder the Insolvency and Bankruptcy Code,
2016 (IBC):

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 Directorsthank 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.

For and on behalf of the Board of Director
For FCS Software Solutions Limited

Sd/- Sd/-

Ravinder Sachdeva Dalip Kumar

DIN:10280805 DIN: 00103292

Whole Time Director Chairman & Managing Director

Date : 22.07.2025
Place: Noida