Yours Directors have pleasure in presenting 10th Annual report along with the Audited Financial Statements & Board's Report of the Company for the year ended March 31, 2022.

Financial Results

The summarized financial performance highlight is presented in the table below:

Performance Review

Your company achieved a total revenue of Rs. 178.43 lakhs during the year under review as against Rs. 2649.06 lakhs in the previous financial year. Profit/ (Loss) after Tax for the year stood at Rs. 3927.33 lakhs as against 3.67 lakhs for the previous year.

Dividend

Due to inadequate profit, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend transferred to the unpaid dividend account. Further, no dividend remains unpaid or unclaimed for the period of 7 years.

Transfer to Reserves

The Company made transfer of Rs. 84.99 crores transferred to capital reserve, Rs. 1.74 crores transferred to Capital Redemption Reserve.

Share Capital

The paid up equity capital as on 31 March, 2022 was Rs. 16,28,61,590 divided into 1,62,86,159 Equity shares of Rs. 10 each. During the financial year, The Company had issued 86,72,558/- 0.001% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100 each amounting to Rs. 86,72,55,800 to Operational Creditors pursuant to the approved Resolution Plan and redeemed at a price of Rs. 2/- per shares amounting to Rs. 1,73,45,116. Further the company had also issued 1,74,000/ - 0.001% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100 each amounting to Rs. 1,74,00,000 and redeemed the same at par.

Annual Return

As per Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual return as on March 31, 2022 is available on the Company's website link i.e http: / /fdsindia.co.in/annualreturn.

Number of Board Meetings

During the financial year, 11 (Eleven) Board Meetings held, the dates of Board meetings are mentioned below.

Shareholders Meeting

During the Financial year, other than the Annual General Meeting ("AGM") 1 (One) Extra-Ordinary General Meeting ("EGM") was held on 22^nd June 2021 to alter the main object of the Company.

Audit Committee

During the financial year, 4 (Four) Audit committee meetings were held on 30^th June 2021, 27^th Oct 2021, 14^th Nov 2021 and 16^th Feb 2022.

Nomination & Remuneration Committee

During the financial year, 2 (Two) Nomination & Remuneration committee meetings were held on 31^st Aug 2021 and 16^th Feb 2022.

Stakeholder Relationship Committee

During the financial year, 4 (Four) Stakeholder Relationship Committee meetings were held on 30^th June 2021, 31^st Aug 2021, 27^th Oct 2021 and 16^th Feb 2022.

Meeting of Independent Directors

During the year under review, the Independent Directors met on 16^th Feb 2022, inter alia, to discuss and:

a. review the performance of Non-Independent Directors and the Board as a whole;

b. review the performance of the Chairperson of the Company and taking into account the views of executive directors and non- executive director;

c. Assess the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

Declaration by the Independent Directors

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015

Directors Responsibility Statement

As required by Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. 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 and loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

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

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

Loans, Guarantees and Investment

During the year under review, Company has not granted any loan, given guarantee or Investment as stipulated under the Companies Act, 2013

Particulars of Contracts or arrangements with related parties

There were no material contracts or arrangements with related parties during the year under review as referred in sub-section (1) of section 188 of the Companies Act, 2013 and hence disclosure in Form AOC-2 is not attached.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and Outgo

As per Rule 8(3) of Companies (Accounts) Rules, 2014, the disclosure required under this rule are as follows:

A. Conservation of Energy

The Company is engaged in business of sale and services of IT and IT Related products, providing e-governance services and such operations do not require substantial Electricity, Gas & Steam, Power, Water or any other kind of energy consumption. However, the Company is taking all possible measures to conserve the energy.

(a) The steps taken or impact on conservation of energy; N.A.

(b) The steps taken by the Company for utilizing alternate sources of energy; N.A.

(c) The capital investment on energy conservation equipment's; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. Your Company has not imported technology reckoned from the beginning of the financial year.

(a) The efforts made towards technology absorption; N.A.

(b) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

i. The details of technology imported; N.A.

ii. The year of import; N.A.

iii. Whether the technology been fully absorbed; N.A.

iv. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.

(d) The expenditure incurred on Research and Development. N.A.

C. Foreign Exchange Earnings and Outgo

During the year financial year, there was no foreign exchange earnings and outgo. Risk Management Policy

The company has established Risk Management process to manage various risks. The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

Corporate Social Responsibility (CSR)

During the year under review, the provisions of section 135 of the Company Act, 2013 are not applicable as the company.

Vigil Mechanism

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the

Audit Committee. However, the Company being listed on SME Exchange - "NSE Emerge" is exempt under Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Annual evaluation and performance of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance based on the criteria and framework adopted by the Board.

Subsidiaries, Joint Ventures and Associate Companies

Company is not having any Subsidiary, Joint Ventures or Associate Company, further during the financial no company ceased to be a subsidiary, Joint Venture or Associate Company.

Public Deposits

During the financial year, the Company has not accepted/ renewed any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

During the financial year no such material order passed by any court or any other Authority.

Adequacy of internal financial controls with reference to financial statements

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of operations. The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

Directors and Key Managerial Personnel

The name of the directors and Key managerial personnel at the end of financial year are mentioned below

During the financial year, there was no change in the directors and key managerial personnel. In accordance with the provisions of the Companies Act, 2013, Mr. Dhaval Mistry is liable to retire from office by rotation, and being eligible, have offered themselves for re-appointment at the ensuing AGM of the Company.

Board Committees

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently 3 (Three) committees of the Board, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee Auditors and their Reports

Members of the Company has appointed M/s. Prakash Tekwani & Associates (0120253W), Chartered Accountants, Ahmedabad as statutory Auditors of the Company for the period of five financial years from the conclusion of the AGM of F.Y 2019-20 till the conclusion of the AGM to be held in the calendar year 2025. As per amendment ratification of appointment by members is no more required at every Annual General Meeting and hence accordingly notice of the Annual General Meeting does not contain the same.

The report of the Statutory Auditor forms part of the Annual Report. The Auditor's report does not contain any qualifications, reservation or adverse remarks and are selfexplanatory and thus does not require any further clarifications/comments.

Reporting of Frauds

There is no instance of frauds during the year under review, which required the Statutory Auditors to report under Section 143(12) of Act and Rules framed thereunder.

Internal Auditor

The Company has appointed M/s. Nanda Choudhary & Co., Chartered Accountants as Internal Auditor of the Company for the F.Y 21-22.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in their meeting held on 30^th May 2022 have appointed M/s. Anisha Jhunjhunwala & Associates, Company Secretaries in Practice as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2021-2022. The Secretarial Auditors Report issued by M/s. Anisha Jhunjhunwala & Associates, Company Secretary in Practice in Form MR-3 is annexed to this Board's Report (Annexure-A). The explanations to the observations made by the secretarial auditor in his report for the year under review are as follows:

Remarks 1. The Company has not maintained the Minimum Public Shareholding.

Reply: The capital reduction of the public shareholders was carried out, pursuant to the approved resolution plan and thereafter company approached the stock exchange for in-principle approval, however the stock exchange has informed that due to issue of lot size they are unable to provide the listing approval and informed the company to file application for migration and bonus issue. The Company will follow the Minimum Public Shareholding rules after the listing of the shares.

Remarks 2. The company has not implemented the approved resolution plan within the stipulated time.

Reply: The implementation of Resolution Plan is pending due to Pending Bonus issue and we have also filed the extension application for implementation before the National Company Law Appellate Tribunal (NCLAT).

Cost Auditor

During the financial year, Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 was not applicable to the Company.

Corporate Governance

In compliance with provisions of corporate governance under applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company being listed on SME Exchange - "NSE Emerge" is exempt with the provisions of corporate governance as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the requirement for obtaining Secretarial Audit Report pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 was not applicable to your Company.

Management discussion and analysis report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided is being annexed at Annexure B to this Report.

Particulars of Employees

Information required pursuant to Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C to this Report.

Employees Stock Option Scheme

During the year financial year, the Company has not issued stock options to the employees of the Company as required to be disclosed under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Corporate Insolvency Resolution Process ("CIRP")

The Company was admitted under Corporate Insolvency Resolution Process by the virtue of the order of the Hon'ble NCLT, New Delhi Bench dated 25^th July 2019 and the Resolution Plan submitted by the Resolution Applicant Linkstar Infosys Private Limited Jointly with Mr. Dhaval Mistry was approved on 25^th Sept 2020. The resolution plan is implemented except the bonus issue to the shareholders in the ratio of 1: 1.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. No complaint was pending at the beginning of the year and none was received during the year.

Disclosure on Compliance of Applicable Secretarial Standards

The Company has complied with the applicable Secretarial Standards as prescribed by the Institute of Company Secretaries of India and notified by the Central Government from time to time.

Acknowledgments

Your Directors place on record their gratitude to the Central Government, State Governments, Adjudicating Authority, Courts and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees

For and on behalf of the Board of DirectorsRajesh Thakur Dhaval Mistry

Managing Director Non-Executive Director

DIN: 08378490 DIN: 03411290

Date: September 5, 2022 Place: New-Delhi