June 24, 2020

The General Manager

Department of Corporate Services, Bombay Stock Exchange Ltd., 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Dear Sir,

Sub: Outcome of the Board Meeting held on June 24, 2020.

The Board of Directors of the Company at the meeting held today, i.e. on June 24, 2020 has approved the followings:

1) Approval of Audited Standalone and Consolidated Financial Results for the Quarter as well as for the Financial Year ending March 31, 2020 and the Auditor's Reports (copies enclosed)

We confirm having submitted the Auditor's Report with unmodified opinions and the Financial Results for the period ending March 31, 2020 as per the format prescribed in Schedule III of the Companies Act 2013. This is for your information and records only.

Thanking you,

Yours faithfully, For R S Software (India) Ltd.

Vijendra Surana CFO & Company Secretary

Encl.: As above

R S S O F T W A R E ( I N D I A) L I M I T E D (CIN: L72200WB1987PLC043375) An ISO 9001:2008, ISO 27001:2013 Company

₹ in Lac

Statement of Standalone Audited Financial Results for the Year ended 31st Mar,2020 in compliance with Indian Accounting Standards

Note: 1) The Audited Stanalone Financial Statements for the year ended March 31,2020 have been taken on record by the Board of Directors at its meeting held on June 24,2020.The statutory auditors have expressed an unqualified audit opinion. The information presented above is extracted from the audited interim standalone financial statements.The interim financial statements are prepared in accordance with (Ind AS) as prescribed under section 133 of the Companie's Act 2013,read with Rule 3 of the Companies (indian Accounting Standards) Rule 15.

2) No further Deferred Tax Assets has been created during the year and Deferred Tax Assets aggregating to Rs. 2872.91 Lacs created due to losses in previous years, now being charged back in accordance with IndAS.

3) Company has applied for striking off its Subsidiary RS Software (Asis) Pte. Limited acknowledged by ACRA, Singapore on 1.04.2020.

4) The Company has invoked BCP with Work From Home in wake of Pandemic caused by Covid 19.The definitive assessment of the impact of Lockdown and other restrictions related to Covid 19 Pandemic in subsequent period is highly dependent on the circumstances as they evolve. As a result of Covid 19 impact , the demand for digital and contact less payment services are expected to be on the increase.

5) The Audited Standalone Financial Results of the Company for the year ended March 31,2020,have been reviewed by the Audit Committee of the Board and approved by the Board of Directors at its meeting held on June 24,2020.

Registered Office : 234/3A, A.J.C. Bose Road, Kolkata - 700 020

PLACE : Kolkata DIN : 00122942

On behalf of the Board of Directors of R S Software (India) Limited

R R Jain DATED: June 24,2020 (Chairman & Managing Director)

A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS

R S SO FT W A R E (IN DIA) LIMITED

(CIN: L72200WB1987PLC043375)

An ISO 9001:2008, ISO 27001:2013 Company

Statement of Standalone Audited Financial Results for the Year ended 31st Mar, 2020

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Note :
(f) Assets used in the Company's business are not capable of being specifically identified with any separate segments,
consequently is not practicable to provide segmented disclosures in relation to total assets and

le degree of accuracy.

Registered Office :
234/3A, A.J.C. Bose Road,
Kolkata - 700 020 DATED: June 24,2020
PLACE : Kolkata

On behalf of the Board of Directors of
RS Software (India) Limited Ä R R Jain
(Chairman & Ma
DIN : 00122942 aging Director)

A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS SOFTWARE (INDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001:2008, ISO 27001:2013 Company

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CASH FLOW STATEMENT FOR THE YEAR ENDED MAR 31,2020

The Notes referred to above form an integral part of the Standalone Financial Statement. This is the Standalone Financial Statement referred to in our report of even date.

\$

Registered Office: 234/3A, A.J.C. Bose Road,
Kolkata - 700 020 On behalf of the Board of Directors of R S Software (India) Limited

$\sim$

R R Jain
(Chairman & Managing Director) DIN: 00122942

DATED: June 24,2020 PLACE : Kolkata

DEOKI BIJAY & CO.

Chartered Accountants

213C Jabakusum House, 34 Chittaranjan Avenue, Kolkata -700 012 Ph:2212 1110, Cell: 9433039556 Email: [email protected]

INDEPENDENT AUDITOR'S REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF R S Software (India) Limited

Opinion

We have audited the accompanying Statement of Standalone quarterly financial results of R S Software (India) Ltd ("the company") for the three months and year ended March 31,2020 ("the statement") attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us these standalone financial results:

i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

ii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian accounting standards and other accounting principles generally accepted in India of the net loss and total comprehensive income and other financial information of the company for the three months and year ended March 31,2020

Basis for Opinion

We conducted our audit of the statement in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

1 We draw attention to Note 4 of the Financial Results which explains the management's assessment of the financial impact in wake of pandemic caused by COVID-19. As per the company, it has invoked BCP with Work From Home in wake of Pandemic caused by Covid 19. The definitive assessment of the impact of Lockdown and other restrictions related to Covid 19 Pandemic in subsequent period is highly dependent on the circumstances as they evolve. As a result of Covid 19 impact , the demand for digital and contact less payment services is expected to be on the increase.

2 Attention is also drawn Note 3 where subsidiary R S Software Asia Pte has applied for Strike off on 01/04/2020 with ACRA (Accounting and Corporate Regulatory Authority) , Singapore.

Our opinion is not modified in respect of point no. 1 and 2 as mentioned under above paragraphs

Management's Responsibilities for the Standalone Financial Results

This statement is the responsibility of the company's management and approved by the board of directors, has been compiled from the related audited for the year ended March 31, 2020. The Company's Board of Directors are responsible for the preparation and presentation of the Standalone Financial results that give a true and fair view of the net loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial results, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the company.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.

However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the standalone financial results of the company to express an opinion on the standalone financial results

Materiality is the magnitude of misstatements in the standalone financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

For DEOKI BIJAY & CO. Chartered Accountants Firm Regn. No.313105E

(CA. D.N Agrawal) Partner Place:Kolkata Memb. No.051157 Date: the 24th day of June, 2020 UDIN: 20051157AAAAAQ5518

Note:1)The Audited Consolidated Financial Statements for the year ended March 31,2020 have been taken on record by the Board of Directors at its meeting held on June 24,2020.The statutory auditors have expressed an unqualified audit opinion. The information presented above is extracted from the interim audited consolidated financial statements.The interim consolidated financial statements are prepared in accordance with the Indian Accounting Standards(Ind AS) as prescribed under section 133 of the Companie's Act 2013,read with Rule 3 of the Companies (indian Accounting Standards) Rules,2015 and Companies( Indian Accounting Standards) Amendment Rules

2) No further Deferred Tax Assets has been createdduring the year and Deferred Tax Assets aggregating to Rs. 2872.91 Lacs created due to losses in previous years, now being charged back in accordance with IndAS.

3) Company has applied for striking off its Subsidiary RS Software (Asis) Pte. Limited acknowledged by ACRA, Singapore on 1.04.2020.

4) The Company has invoked BCP with Work From Home in wake of Pandemic caused by Covid 19.The definitive assessment of the impact of Lockdown and other restrictions related to Covid 19 Pandemic in subsequent period is highly dependent on the circumstances as they evolve. As a result of Covid 19 impact , the demand for digital and contact less payment services are expected to be on the increase.

5)The Audited Consolidated Financial Results of the company for the year ended March 31,2020,have been reviewed by the Audit Committee of the Board and approved by the Board of Directors at its meeting held on June 24,2020.

Kolkata - 700 020

Registered Office : On behalf of the Board of Directors of 234/3A, A.J.C. Bose Road, R S Software (India) Limited

PLACE : Kolkata R R Jain (Chairman & Managing Director) DIN : 00122942

DATED: June 24,2020

A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS
R S S O F T W A R E (I N D I A) L I M I T E D
(CIN: L72200WB1987PLC043375)
An ISO 9001:2008, ISO 27001:2013 Company

Note:

Assets used in the Company's business are not capable of being specifically identified with any separate segments, consequently is not practicable to
provide segmented disclosures in relation to total assets and liabilitie

Registered Office :
234/3A, A.J.C. Bose Road,
Kolkata - 700 020

ard of Directors of
Limited R R Jain
(Chairman & M aging Director)

DIN: 00122942

DATED: June 24,2020
PLACE : Kolkata

S_software A COMPANY FOCUSSED ON ELECTRONIC PAYMENTS RS SOFTWARE(INDIA) LIMITED (CIN: L72200WB1987PLC043375) An ISO 9001:2008, ISO 27001:2013 Company

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MAR 31,2020

After consolidating the results of the Company with those of its wholly owned foreign subsidiaries Responsive Solution INC., RS Software Asia Pte. Ltd and Paypermint Pvt LTD

The Notes referred to above form an integral part of the Financial Statement. This is the Financial Statement referred to in our report of even date.

Registered Office: 234/3A, A.J.C. Bose Road,
Kolkata - 700 020

DATED: June 24,2020 PLACE : Kolkata

On behalf of the Board of Directors of

$\mathbf c$ R R Jain

(Chairman & Managing Director) DIN: 00122942

DEOKI BIJAY & CO.

Chartered Accountants

213C Jabakusum House, 34 Chittaranjan Avenue, Kolkata -700 012 Ph:2212 1110, Cell: 9433039556 Email: [email protected]

Independent Auditor's Report On Audit of Consolidated Financial Results

To THE BOARD OF DIRECTORS OF R S Software (India) Limited

Opinion

We have audited the accompanying Statement of Consolidated Financial Results of R S Software India Limited ("the Company") and its subsidiaries Responsive Solution Inc., R.S. Software (Asia) Pte Limited and Paypermint Private Limited (the Company and its subsidiaries together referred to as "the group") for the three months and year ended March 31,2020 ("the Statement") being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (" the Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate financial statements/ financial information of subsidiaries :-

• a. includes the results of subsidiaries Responsive Solution Inc., R.S. Software (Asia) Pte Limited and Paypermint Private Limited.
• b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, as amended; and
• c. gives a true and fair view, in conformity with the applicable Indian accounting standards, and other accounting principles generally accepted in India of consolidated net loss and consolidated total comprehensive loss and other financial information of the Group for the three months and year ended March 31,2020

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

1 We draw attention to Note 4 of the Financial Results which explains the management's assessment of the financial impact in wake of pandemic caused by COVID-19. As per the company, it has invoked BCP with Work From Home in wake of Pandemic caused by Covid 19. The definitive assessment of the impact of Lockdown and other restrictions related to Covid 19 Pandemic in subsequent period is highly dependent on the circumstances as they evolve. As a result of Covid 19 impact , the demand for digital and contact less payment services is expected to be on the increase.

2 Attention is also drawn to Note 3 of the attached financial results where subsidiary R S Software Asia Pte has applied for Strike off on 01/04/2020 with ACRA (Accounting and Corporate Regulatory Authority) , Singapore.

Our opinion is not modified in respect of point no. 1 and 2 as mentioned under above paragraphs

Management's Responsibilities for the Consolidated Financial Results

This statement is the responsibility of the company's management and approved by the board of directors, has been compiled from the related audited for the year ended March 31, 2020. The Company's Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the consolidated net loss and consolidated other comprehensive income and other financial

information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, 'Interim Financial Reporting' prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Company, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :

• Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Evaluate the appropriateness and reasonableness of disclosures made by the board of directors in terms of the requirement specified under regulation 33 of the Listing Regulations.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated Financial Results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the standalone financial results that individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial results

We communicate with those charged with governance of the Company and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

The Consolidated Financial Results include the audited Financial Results of Responsive Solution Inc., R.S. Software (Asia) Pte Limited and Paypermint Private Limited , the subsidiaries, whose Financial Statements reflect Group's share of total assets of Rs. 1624.04 lacs as at March 31,2020, Group's share of total revenue of Rs. 3.77 lacs and Rs. 69.84 lacs and Group's share of total loss after tax of Rs. 285.92 lacs and Rs. 938.08 lacs for the quarter ended March ,2020 and for the period April 1, 2019 to March 31, 2020 respectively, as considered in the consolidated

Financial Results, which have been audited by their respective independent auditors. The independent auditors' reports on financial statements of these entities have been furnished to us and our opinion on the consolidated Financial Results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

Our opinion on the Consolidated Financial Results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Financial Results certified by the Board of Directors.

For DEOKI BIJAY & CO. Chartered Accountants Firm Regn. No.313105E

(CA. D.N Agrawal) Partner Place:Kolkata Memb. No.051157 Date: the 24th day of June, 2020 UDIN: 20051157AAAAAR8484