Chartered

The Board of Directors M/s. Majesco Canada Limited (Formerly Majesco Mastek Canada Limited) 1 Dundas Street West, Suite 2538 Toronto, ON, M5G 1Z3

Report on special purpose financial statements

1. This report is issued in accordance with the terms of our engagement letter dated March 15, 2016.

2. We have audited the accompanying special purpose financial statements of Majesco Canada Limited (Formerly Majesco Mastek Canada Limited) (the "Company") which comprise the as at March 31, 2016, the statement of profit and loss, and flow statement for the year then ended on that date and a summary of significant policies and other explanatory information, which we have signed under reference to this report.

Management's Responsibility for the Financial Statements

3.1 Management is responsible for the preparation of these special purpose financial statements in accordance with the Accounting Standards issued by Institute of Accountants of India, to the extent considered relevant by it for the purpose for which these special purpose financial statements have been prepared (the "accounting principles generally accepted in India").

3.2 This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the of the Company and for preventing and detecting the 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

4. Our responsibility is to express an opinion on these special purpose financial statements based on our . We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (ICAO. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control. oP1/4 & `1"

303, Gokul Regency, J.B. Nagar, Andheri East, Mumbai 400059 Tel : +91 22 28395837 Email : [email protected] c()\ 077„ .zraYmo S5' 7tavezieff

Chartered Accountants

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the special purpose financial statements, together with the notes thereon and attached thereto, fairly present, in all material respects, in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet, the state of affairs of the Company as at March 31, 2016;

In the case of the Statement of Profit and Loss, the Profit for the year ended on that date; and

iii. In the case of the , of the cash flows for the year ended on that date.

Other Matter

8. We report that:

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

b. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

9. The special purpose financial statements dealt with by this report have been prepared for use in connection with the preparation of the consolidated financial statements of Majesco Limited and for no other person or purpose.

10. We draw attention to Note 2.1 to the special purpose financial statements, which describes the basis of its preparation. The special purpose financial statements are not the statutory financial statements of the Company, and are prepared for the purposes of including these financial statements in the consolidated financial statements of the holding company and accordingly the presentation and disclosures to the extent applicable for that purpose have been included in these financial statements by the Management and the intended users of the special purpose financial statements for the purposes for which those have been prepared. Our opinion is not qualified in respect of this matter.

303, Gokul Regency, J.B. Nagar, Andheri East, Mumbai 400059 Tel : +91 22 28395837 Email [email protected] wvezzw.c4.ww/w Chartered Accountants

Restriction on Use

11. We have no obligations, responsibility, liability in respect of this report as Statutory Auditors of the Company and nothing in this report, nor anything said or done in the course of or in connection with the services that are the subject of this report, will extend any duty of care since we are not the Statutory Auditors of the Company.

12. These financial statements are prepared for the purposes referred to in SI. No. 9 above. As a result, these financial statements may not be suitable for another purpose. Our report is intended solely for Majesco Limited, the holding company, for the purposes of consolidation and should not be distributed to or used by parties other than Majesco Limited.

For Varma and Varma Chartered FRN 004532S

0

Fi r Jose Partner Place: Mumbai M No. 138208 Date: May 18, 2016

303, Gokul Regency, J.B. Nagar, Andheri East, Mumbai - 400059 Tel : +91 22 28395837 Email : [email protected] MAJESCO CANADA LIMITED BALANCE SHEET AS AT MARCH 31, 2016

(All amounts in Rs. Lakhs, unless otherwise stated) As at As at Note March 31, 2016 March 31, 2015 AND LIABILITIES

Shareholders' funds Share capital 3 1,555.01 1,555.01 Reserves and surplus 4 (1,382.50) (1,490.69)

172.51 64.32 Non-current liability Long-term provision 5 31.34 33.51

Current liabilities Short-term borrowings 6 - 235.96 Trade payables 7 9.70 77.29 Other current liabilities 8 365.40 426.31 Short-term provisions 9 146.01 184.44

Total 724.96 1,021.83

ASSETS

Non-current assets Fixed assets Tangible assets 10 (i) 0.84 Long-term loans and advances 11 8.74 8.36

Current assets Trade receivables 12 170.08 363.64 Cash and bank balance 13 144.28 84.43 Short-term loans and advances 14 6.62 6.86 Other current assets 15 395.24 557.70

Total 724.96 1,021.83

Company overview and significant accounting policies 1 & 2 Other Notes 22 to 26

The accompanying notes are an integral part of these financial statements.

For and on behalf of the Board As per our report of even date

For Varma & Varma Chartered Accountants Ketan Mehta 004532S Director

Place Navi Mumbai Fizo or Jose Date May 18, 2016 Partner 0:138208 Nimish Sankalia Director Place Navi Mumbai Date:- 155 0 5 16 Place 1.1•ew

Date - 1 3 MAY 2016

Page 1 of 13 MAJESCO CANADA LIMITED PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

(All amounts in Rs. Lakhs, unless otherwise stated)

Year ended Year ended Note March 31, 2016 March 31, 2015

Revenue from operations 16 1,427.54 2,134.17 Other income 17 0.30 12.78

Total 1,427.84 2,146.95

Expenses Employee benefits 18 455.88 899 90 Finance costs and amortization expenses 19 0.85 1.09 Other expenses 20 882.09 1.645 01

Total expenses 1,338.83 2,546 00

Profit / (Loss) before tax 89.02 (399.05)

Tax

Profit / (Loss) for the year 89.02 (399.05) Earnings / (Loss) per equity share 21 Basic (Face value of C$ 1 each) Rs. 2.540 Rs. (11.40) Diluted (Face value of C$ 1 each) Rs. 2.540 Rs. (11.40)

Company overview and significant accounting policies 1 & 2 Other Notes 22 to 26

The accompanying notes are an integral part of these financial statements. For and on behalf of the Board As per our report of even date

For Varma & Varma Chartered Accountants Ketan Mehta / FRN 004532S Director

Place : Navi Mumbai Fizo K Jose Date: May 18, 2016 rtner o 138208

Nimish Sankalia Director

Place Navi Mumbai Place : Date:- 15 • 0.5% IC, Date:- 1 3 Page 2 of 13 MAJESCO CANADA LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

(All amounts in Rs. Lakhs, unless otherwise stated) Year ended Year ended March 31, 2016 March 31, 2015 Cash flows from operating activities Profit / (loss) before tax 89 02 (399.05) Adjustments for Depreciation and amortization 0.85 1.09 Provision for doubtful debts 363.56 Operating profit before working capital changes 89.86 (34.40) Decrease / (Increase) in trade receivables 209.86 (14.68) (Increase) / Decrease in loans and advances and other assets 188.26 111.03 (Decrease) in trade payables, other liabilities and provisions (126.81) (135.05) Cash generated from operations 361.18 (73.10) Income taxes paid (net of refunds received) (0.27) Net cash generated from / (used in) operating activities 360.91 (73.10) Cash flows from investing activities Purchase of tangible and intangible assets, net of capital work in progress capitalised (1 86) Net cash used in investing activities (1.86) Cash flows from financing activities Repayment of loans and advances to holding company, net (246.53) 74.88 Net cash (used in) / generated from financing activities (246.53) 74.88

Net Increase / (decrease) in cash and cash equivalent during the year 114.38 (0.08) Cash and cash equivalent at the beginning of the year 84.42 55.73 Effect of changed in exchange rates (54.52) 28.77 Cash and cash equivalent at the end of the year 144.28 84.42

Notes : 1 The above cash flow statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard -3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India. 2 Cash and cash equivalents (Refer note 13) 3 Figures in brackets indicate cash outflow. 4 Previous year figures have been regrouped or reclassified wherever necessary.

For and on behalf of the Board As per our report of even date

For Varma & Varma Chartered Accountants Ketan Mehta FRN 004532S Director

Place : Navi Mumbai Fizo Jose Date: May 18, 2016 Partner M No: 138208

Nimish Sankalia Director Place : Navi Mumbai Date:- IS • 6, -• )(, Place : t.1 e_ .>d ()SIN- Date:-

1 3 MAY 2016 Page 3 of 13 MAJESCO CANADA LIMITED Notes to the Financial Statements for the year ended March 31. 2016 Oil amounts in Rs. Lakhs, unless otherwise stated)

1 Company Overview : Majesco Canada Limited ("the Company") based in Toronto, Canada, is a provider of technology solutions for Life & Annuity and Property & Casualty Insurers and Financial Services Sector.

The Company offers an integrated portfolio of software and services to the insurance industry, including: Core insurance software, Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence and Legacy Modernization.

2 Significant accounting policies:

2.1 Basis of preparation These special purpose financial statements have been prepared for the purposes of including the same in consolidated financial statements of the ultimate holding company. These have been prepared in accordance with generally accepted accounting principles in India under the convention on basis and comply in all material aspects with the accounting standards issued by The Institute of Chartered Accountants of India, to the extent applicable for the purpose for which these special purpose financial statements have been prepared (the "accounting principles generally accepted in India"). The special purpose financial statements are not the statutory financial statements of the Company, and are not intended to, and do not include all possible disclosures required for such statutory financial statements.

These financial statements are prepared in Indian Rupees. The Indian Rupee is the functional currency for Majesco Limited (the ultimate Holding Company). However, Canadian Dollar is the functional currency of the Company.The translation of the functional currency into Indian Rupees (reporting currency) is performed for assets and liabilities using the exchange rates prevailing at the Balance Sheet date and for and expenses using average exchange rates prevailing during the reporting period. All resulting exchange differences on translation are taken directly to reserves under Foreign Currency Translation Reserve.

All assets and liabilities have been classified as current or non-current as per the Group's normal operating cycle and other criteria set out in the Schedule III to the Companies Act. 2013. Based on the nature of services and the time between the acquisition of assets / inputs for processing and their realisation in cash and cash equivalents, the Group has ascertained its normal operating cycle as 12 months for the purpose of current / non current classification of assets and liabilities.

2.2 Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements,

2.3 Tangible assets and depreciation Tangible assets are stated at cost of acquisition less accumulated depreciation and accumulated impairment losses, if any. Direct costs are capitalised until the assets are ready for use and include inward freight, duties, taxes and expenses incidental to acquisition and installation. Subsequent expenditures related to an item of fixed are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance.

Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Profit and Loss statement.

Depreciation on tangible assets is provided on the straight line method, on a pro rata basis, over the estimated lives of assets, as under: Assets Useful Life Computers 2 years

Page 4 of 13 MAJESCO CANADA LIMITED Notes to the Financial Statements for the year ended March 31, 2016

(All amounts in Rs. Lakhs, unless otherwise stated)

2.4 Intangible assets and amortisation Intangible assets are stated at cost of acquisition less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives as follows: Assets Useful Life Computer software 1 - 5 years

Expenditure on research is recognised as an expense when it is incurred. Development costs of products are also charged to the Profit and Loss statement unless all the criteria for capitalisation as set out in paragraph 44 of AS 26 - 'Intangible Assets' have been met by the Company.

2.5 Impairment of assets At each Balance Sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, management estimates the recoverable amount. Recoverable amount is higher of an asset's net selling price and value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of the its useful life. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognised in the Profit and Loss statement to the extent carrying amount exceeds recoverable amount. Assessment is also done at each Balance sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exists or many have decreased.

2.6 Foreign currency transactions and translation (i) The Operations of the company has been considered as Non-Integral Operations in relation to it's ultimate holding company. Considering the purpose for which these financials statements have been prepared, the financial statements have been presented in Indian Rupees. The translation of CAD to INR has been carried out as under :-

(a) Both monetary and non-monetary foreign currency assets and liabilities including contingent liabilities are translated at closing exchange rates as at the balance sheet date. (b) Income and expenditure of non-integral foreign operations are translated at annual closing average exchange rates.

(c) Shareholders funds are not restated at the Balance sheet date but carried at the amount initially recognized. (ii) Transactions denominated in foreign currencies are recorded at the rates of exchange prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currency are converted at the rate of exchange prevailing on the date of the Balance Sheet. Exchange differences arising on foreign currency transactions and balances are recognized as income or expense in the Profit and Loss Statement.

2.7 Employee benefits

(i) Short- term employee benefits All employee benefits payable wholly within twelve months of rendering the services are classified as short term employee benefits. Benefits such as salaries, performance incentives. etc. are recognised as an expense at the undiscounted amount in the Profit and Loss Statement of the year in which the employee renders the related service.

(ii) Long-term employee benefits

(a) Defined contribution plans The Company contributes to a pension scheme which is administered through the Canadian revenue agency The Company also make social security contributions for its employees. The Company has no further obligation beyond making such contributions. Such contributions are charged to the Profit and Loss statement as incurred.

(iii) Other long-term employee benefit Long term compensated absences & Pension benefits are provided on the basis of an actuarial as at the Balance Sheet date. Actuarial gains and losses comprising of experience adjustments and the effects of changes in actuarial assumptions are recognised in the Profit and Loss Statement for the year as income or expense.

Page 5 of 13 MAJESCO CANADA LIMITED Notes to the Financial Statements for the year ended March 31. 2016 (All amounts in Rs. Lakhs, unless otherwise stated) 2.8 The Company derives revenues primarily from information technology services. Revenue is recognised in accordance with the terms of the contracts with customers as the service is performed by the proportionate completion method and when it is reasonably certain that the ultimate collection will be made. Revenues on time and material contracts are recognised when services are rendered and related costs are incurred. Revenues on fixed price, fixed time bound contracts are recognised over the life of the contract measured by the proportion that contract costs incurred for work performed up to the reporting date bear to the estimated total contract costs. The cumulative impact of any revision in estimates of the percentage of work completed is reflected in the period in which the change becomes known. Provisions for estimated losses on such contracts are made during the period in which a loss becomes probable and can be reasonably estimated. When the uncertainty relating to the collectability arises subsequent to the rendering of the service, a separate provision is made to reflect the uncertainty and the amount of revenue originally recorded is not adjusted.

Revenues from maintenance contracts are recognised on a straight line basis over the period of the contract.

Unbilled revenue included in 'Other current assets', represents amounts in respect of services performed in accordance with contract terms, not yet billed to customers at the year end. Unearned revenue included in 'Other current liabilities' represents amounts received/billed in excess of the value of work performed in accordance with the terms of the contracts with customers.

2.9 Other income Dividend income on investments is recognised when the right to receive payment is established. Interest income is recognised on time proportion basis taking into account the amount outstanding and the applicable rate of interest. Rental income is recognised on a straight line basis over the term of the lease as per the terms of the base contract.

2.10 Leases Assets taken on leases which transfer substantially all the risks and rewards incidental to ownership of the assets to the lessee i.e. finance leases, in terms of provisions of Accounting Standard (AS) 19 — 'Leases', are capitalized. The assets acquired under finance leases are capitalized at the lower of the at the inception of the lease and the present value of minimum lease payments and a liability is created for an equivalent amount. Such assets are disclosed as leased assets under tangible assets and are depreciated accordingly. Each lease rental paid on the finance lease is allocated between the liability and interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period. Other leases are classified as operating leases and rental payments in respect of such leases are charged to the Profit and Loss statement on a straight line basis over the lease term.

2.11 Earnings per share Basic earnings per share (EPS) are calculated by dividing the net loss / profit after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share are computed by adjusting the number of shares used for basic EPS with the weighted average number of shares that could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year. unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value i.e. average market value of outstanding shares. The number of shares and potentially dilutive shares are adjusted for share splits and bonus shares, as appropriate. In calculating diluted earnings per share. the effects of anti dilutive potential equity shares are ignored. Potential equity shares are anti-dilutive when their conversion to equity shares would increase earnings per share or rierspasp loss nPr sharp

Page 6 of 13 MAJESCO CANADA LIMITED Notes to the Financial Statements for the year ended March 31. 2016 (AY amounts in Rs. Lakhs, unless otherwise stated)

2.12 Income taxes Tax expense for the year comprises of current tax and deferred tax. Current tax is measured by the amount of tax expected to be paid to the taxation authorities on the taxable profits after considering tax allowances and exemptions and using applicable tax rates and laws. Deferred tax is recognised on timing differences between the accounting income and the taxable income for the year and quantified using the tax rates and tax laws enacted or substantively enacted as on the Balance Sheet date. Deferred tax assets are recognised and carried forward to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets in respect of unabsorbed depreciation or carry forward losses are recognised only to the extent there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. The carrying amount of deferred tax assets is reviewed at each balance sheet date for any write down or reversal, as considered appropriate.

Current tax assets and liabilities are offset when there is a legally enforceable right to set off the recognised amount and there is an intention to settle the asset and liability on a net basis.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing the current tax and where the deferred tax assets and liabilities relate to taxes on income levied by the same governing taxation laws

2.13 Provisions and contingent liabilities Provisions are recognised when the Company has a present obligation as a result of past events. for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. A disclosure for a contingent liability is made where there is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Provisions are reviewed regularly and are adjusted where necessary to reflect the current best estimates of the obligation. Where the Company expects a provision to be reimbursed, the reimbursement is recognized as a separate asset. only when such reimbursement is virtually certain.

2.14 Cash and cash equivalents Cash and cash equivalents include cash in hand, demand deposits with banks and other short term highly liquid investments with original maturities of three months or less.

Page 7 of 13

MAJESCO CANADA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

(All amounts in Rs. Lakhs, unless otherwise stated) 3 Share capital As at As at March 31, 2016 March 31, 2015 Issued. subscribed and fully paid up 3,500,000 (March 31, 2015: 3,500,000) equity shares of CS 1 each fully paid up 1,555.01 1,555.01 Total 1.555.01 1.555.01

(a) Reconciliation of the number of shares As at March 31, 2016 As at March 31, 2015 No of shares Amount No of shares Amount Equity Shares Balance as at the beginning and end of the year 3,500,000 1,555.01 3,500,000 1,555.01

(b) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of C$ 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(c) Details of Shares held by shareholders holding more than 5% of the aggregate shares in the Company

Equity Shares of CS 1 held by As at March 31. 2016 As at March 31, 2015 No. of shares % of holding No of shares % of holding

Mastek Limited 3,500,000.00 100.00 Maiesco 3,500.000.00 100.00

4 Reserves and surplus As at As at March 31, 2016 March 31, 2015

Foreign currency translation reserve Balance as at the beginning of the year 11247 124.19 Exchange (loss) / gain on translation during the year 19.17 (11.72) Balance as at the end of the year 131 64 112.47

Deficit in Profit and Loss statement Balance as at the beginning of the year (1,603 16) (1,204 11) (Loss)/ profit for the year 89 02 (399 05) Balance as at the end of the year (1 514 14) (1 603 16)

Total 11.382.501 11..490.691

5 Long-term provision

As at As at March 31, 2016 March 31, 2015 Provision for employee benefit Provision for leave encashment 31 34 33.51 Total 31.34 33.51

6 Short-term borrowings

Unsecured: Loans and advances from holding company 235.96

Dues to related parties (Refer note no 23,D,i)

7 Trade payables Trade payables 9.70 77 29

Dues to related parties (Refer note no (23,D,iii)

Page 8 of 13 MAJESCO CANADA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31. 2016 (All amounts in Rs. Lakhs, unless otherwise stated) 8 Other current liabilities As at As at March 31. 2016 March 31, 2015 Unearned revenue 41.47 80.68 Others Employee benefits payable 61.54 76.26 Accrued expenses 5.99 7.92 Statutory dues including GST payable. etc 9.27 4.15 Reimbursable expenses payable 247 13 257.30 Total 365.40 426 31

Dues to related parties (Refer note no (23,D,iv)

9 Short-term provisions

Provision for employee benefit Provision for leave encashment 7 70 6 79 Other Provisions Provision for cost overrun on contract 138 31 177.65 Total 146 01 184.44

11 Long-term loans and advances

Unsecured. considered good unless otherwise stated Security deposit 252 241 Other loans and advances Advance income tax, net of provision for tax 6.22 595 Total 8.74 8.36

12 Trade receivables

Receivables outstanding's for a period exceeding six months from due date Unsecured, considered good 249.33 Doubtful 332.44 Less Provision for doubtful debts (332.44)

Other Receivables outstanding for a period exceeding six month from due date Unsecured, considered good 170 08 114.31

Total 170.08 363.64

Dues to related parties (Refer note no 23 D,ii )

13 Cash and bank balances

Cash and cash equivalent Bank balance In current account 144 28 84 43 Total 144.28 84.43

14 Short-term loans and advances

Unsecured considered good unless otherwise stated Other loans and advances Security deposits 1 82 Prepaid expenses 4.27 5.76 GST credit receivable 0.52 1 10 Total 6.62 6.86

15 Other current assets

Unsecured. considered good unless otherwise stated Unbilled revenue 389 90 530 28 Reimbursable expenses receivable 5.34 27.42 Total 395.24 557.70

Page 9 of 13 I- MI -I 0 L) /- • < < 00 UJ L1.1 0) z < ; (.) 0 O z 2 ce z N 0 cc LL >- (1) w w Li- < 1- 5 I- z 0 z 7 1

(All amounts in Rs. Lakhs, unless otherwise stated)

10Fixe d assets as at March 31, 2016 .? U i u 7 7 a 2' 2 Gross Block (at cost) Depreciation Net Block 3 As at April Additions Disposals Foreign exchange As at March 31, As at April For the year Foreign exchange As at March3 1, As at March 31, As at March 1, 2016 0 201 2015 01, 2015 translation 1, 2015 translation 6 2016 adjustment adjustment LO (N N 0 Own assets : el (N 1- L.0 O . (N 70 29. 1 29. 39 084

L — 0.84

39 .a. N ci C) co co cao N (41 CO O V (,) N N 0 CZ Computers 0 01 N LO 7- 1- . 2 0 28.14 . :.., I Si 7 0 a O O o 3 Gross Block (at cost) amortization Net Block - < = ..=_ .,.. < CD ...... (./1 C ,-- o 0 En 07 0 3 c ril r the year Foreign exchange As at March 1, As at March3 1, As at March 31, -I. t Ap Fo 31, As a Disposals Foreign exchange As at March In (NI cp 20 translation 2016 01, 2015 translation 16 2016 2015 adjustment adjustment ,-. Cs1 O 7

d) .,-

acquire , C \I Own assets ( 70 O 1' Nr 0)

. 0.54 : z L

"-Inn itgar enfhodmr. ...- op r‘i 1 71

ci .t- , o.) 03 N 70 cr 0) < — . 1 - .

0.54 11AI ESCO (N 2 O gr) is , 0 ca co 0

n i u - .1... 7 o 5) 5 2 3 Net Block - Gross Block (at cost) Depreciation N. 3 As at April Additions Disposals Foreign exchange As at March 31, As at April For the year Foreign exchange As at March31, As at March31, As at March 1, 2015 20 01, 2015 translation 01, 2014 translation 15 2015 2014 adjustment adjustment ,J s O O)

sets O

Own as CV 0) N.- 1 (N '7 03 N.. COCO IN 1 .- 0 CO 0 - . 03) 27.30 0.84 019

.6

(3. .,7 C) c; N e- ... co 0, a

Computers 0) 7- N ; CO 70 Co 0 N- , I 7 1 . 30 -- 27.30 Total 29. 29.11 67) z 0 Ea is CD m 0 O O 0 O g

' n amortizatio . LL LL _c o < 0 < Co 2 U- cU _c a) a) C o C co c To 0 a) co O cT2 x a) _c o • 0_ < O 1. • 1 C 70' 0) T 0) a) o co c ci) CL 0 (f) O x C (") ▪ O 0_ ? As at March 31 ca L0 C iv Cs/ Lo C 1.10 c> C 0 as O

-o - *C" a) O1 adjustment E rn -cr Cf N N 03 0 O f:1_ a) co

MAJESCO CANADA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31. 2016

(All amounts in Rs. Lakhs, unless otherwise stated) 16 Revenue from operations Year ended Year ended March 31 2016 March 31, 2015 Information technology services 1,344 06 2.012 48 Other operating revenue Reimbursement of expenses from customers 83 48 121 69 Total 1,427.54 2,134.17

17 Other income

Miscellaneous income 0.30 12.78 Total 0.30 12.78

18 Employee benefits expense

Salaries, wages and performance incentives 426.37 861.56 Contribution to defined contribution plans 22.41 26.24 Staff welfare expenses 7.10 12.10 Total 455.88 899 90

Year ended Year ended March 31, 2016 March 31 2015 19 Depreciation and amortization expenses

Depreciation on tangible assets 0.85 1.09 Total 0.85 1.09

20 Other expenses

Software development costs 399.11 810 83 Travelling and conveyance 87.10 138.40 Professional fees 45.67 41 86 Repairs others 35.54 30.69 Rent : office premises 21.32 32.25 Insurance 19.23 34.26 Communication charges 18.94 27.81 Recruitment and training expense 25.93 Consultancy and sub-contracting charges 5.86 Rates and taxes 0.04 010 Printing and stationery 0 66 3 11 Advertisement and publicity 5.36 Net loss on foreign currency transactions and translation 43.70 122.89 Bad debt written off 218.49 Provision for doubtful debts, net of recovery (218.49) 363.56 Miscellaneous expenses 210.78 2.10 Total 882.09 1.645 01

Note: (a) Other expenses shown above are net of reimbursable expenses recovered from holding company and fellow subsidiary under appropriate line items.

(b) Miscellaneous expenses includes unbilled revenue recognised in prior year of Rs 208 written off in current year.

Page 11 of 13

MAJESCO CANADA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31. 2016

(All amounts in Rs. Lakhs, unless otherwise stated) 21 Earnings per share (EPS) Year ended Year ended March 31, 2016 March 31, 2015 The components of basic and diluted earnings per share are as follows. (a) Net profit / (loss) attributable to equity shareholders 89.02 (399.05) (b) Weighted average number of outstanding equity shares Considered for basic EPS 3.500,000 3,500,000 Considered for diluted EPS 3.500.000 3,500.000 (c) Earnings / (loss) per share in Rs. Basic Rs. 2.540 Rs. (11.40) Diluted Rs. 2.540 Rs (11.40) (Nominal value per share C$ 1 each)

22 Leases Operating lease As at As at March 31, 2016 March 31, 2015 (a) Future minimum lease payments under non—cancellable operating leases (in respect of property)

Due within one year 4.70 14.89 Due later than 1 year but not later than 5 vears Total minimum lease payments 4.70 14.89

Year ended Year ended March 31 2016 March 31, 2015 (b) Operating lease rentals recognised in the Profit and Loss statement (Refer note 21) 21.32 32.25 (c) Description of significant operating lease arrangements. The Company has given refundable interest free security deposit under the lease agreement. All agreements contain provision for renewal at the option of either party.

23 Related oartv disclosures

A. Enterprises where control exists

Name of the Related Party Country Nature of relationship

Majesco Limited India Ultimate Holding Company

Majesco USA Holding Company

Majesco Software and Solutions Inc., USA USA Fellow Subsidiary (Formerly MajescoMastek Insurance Software and Solutions Inc. USA)

Majesco Software and Solutions India Private Limited India Fellow Subsidiary

Key Management Personnel: Ketan Mehta (Director)

B. Other related parties with whom the Company had transactions during the year

Mastek Limited India Holding company upto June 1, 2015

C. The Company has entered into transactions with the following related parties: Year ended Year ended March 31, 2016 March 31, 2015 Ii) Other reimbursable expenses paid Maiesco 58.60 21.53 Majesco Software and Solutions Inc. 154.14 71.64 Maiesco Software and Solutions India Private Limited 4.05 Mastek Limited 15.56

(ill Other reimbursable expenses recovered Maiesco 69.28 66.49 Maiesco Software and Solutions Inc. 127.22 96.98

(iii) Software development costs Maiesco Software and Solutions Inc. 262.34 398.39 Maiesco Software and Solutions India Private Limited 136.77 Mastek Limited 412.44

(iv) Recruitment and training expenses Mastek Limited 25.93 Page 12 of 13

0 MAJESCO CANADA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016 (All amounts in Rs. Lakhs, unless otherwise stated)

As at As at D. Balances March 31, 2016 March 31. 2015 (1 Short-term borrowings - Loans and advances from holding company 235 96 Maiesco

(ii) Trade Receivable 28.11 77.08 Maiesco

(iii) Trade Payable 9.19 Maiesco Software and Solutions India Private Limited

(iv) Reimbursable expenses payable 257.04 Majesco Software and Solutions Inc. 247.13 0.26 Mastek Limited Majesco Software and Solutions India Private Limited 0.49 -

24 Majesco Reorganization On June 1, 2015, Mastek's insurance-related business was separated from Mastek's non-insurance related businesses and all insurance-related operations of Mastek that were not directly owned by Majesco were contributed to Majesco. Accordingly the ultimate holding company is Majesco Limited

The offshore insurance business operations business in India was transferred from Mastek Limited to Majesco Software Solutions India Private Limited, a wholly owned subsidiary of Majesco Software and Solutions Inc.. USA

25 Employee benefits The disclosures required as per the revised Accounting Standard (AS) 15 -Employee Benefits (revised 2005) are as under: As at As at March 31, 2016 March 31, 2015 Provision for leave encashment 37.28 Opening balance. 40.31 6.51 Charge during the year 5.19 (3.49) Amount paid during the year (6.46) 39 04 40 31 Closing balance

33 51 Disclosed under long-term provisions (refer note 5) 31 34 679 Disclosed under short-term provisions (refer note 9) 7.70

26 Previous year figures have been regrouped or reclassified wherever necessary to correspond with current year's classification / disclosure

(Signatures to Note 1 to 26)

As per our report of even date For and on behalf of the Board

For Varma & Varma Chartered Accountants FRN 004532S Ketan Mehta Director 0 Jose Place : Nevi Mumbai artner Date: May 18, 2016 M No : 133208

Nimish Sankalia Director Place Navi Mumbai Date- 0.5- • 16

Place t442 Date:- 1 3 Page 13 of 13