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SUBSIDIARY COMPANIES ANNUAL REPORT 2015�16

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Sr. Name of the Subsidiary PagesNo. From – To

LARSEN & TOUBRO INFOTECH LIMITEDSUBSIDIARY COMPANIES

REPORTS AND ACCOUNTS 2015-2016

1 L&T INFOTECH FINANCIAL SERVICES TECHNOLOGIES INC. ....................................................................S 1 - S 15

2 LARSEN & TOUBRO INFOTECH GMBH .........................................................................................................S 16 - S 27

3 LARSEN & TOUBRO INFOTECH CANADA LIMITED ......................................................................................S 28 - S 38

4 LARSEN AND TOUBRO INFOTECH SOUTH AFRICA (PTY) LIMITED ...........................................................S 39 - S 53

5 LARSEN & TOUBRO INFOTECH AUSTRIA GMBH .........................................................................................S 54 - S 66

6 L&T INFORMATION TECHNOLOGY SPAIN, S.L. ............................................................................................S 67 - S 84

7 LARSEN & TOUBRO INFOTECH LLC .............................................................................................................S 85 - S 89

8 L&T INFORMATION TECHNOLOGY SERVICES (SHANGHAI) CO. LTD. .......................................................S 90 - S 100

9 GDA TECHNOLOGIES LIMITED ......................................................................................................................S 101 - S 120

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L&T INFOTECH FINANCIAL SERVICES TECHNOLOGIES INC.

DIRECTORS’ REPORT

Dear Members,

The Directors have pleasure in presenting their Annual Report and Audited Accounts for the year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS

Particulars CAD*

2015-16 2014-15

Total Income 47,201,796 38,025,340

Profit/(Loss) before Tax 5,419,161 (4,305,210 )

Less: Tax 1,548,117 (1,019,604 )

Net Profit/(Loss) after Tax 3,871,044 (3,285,606 )

Add: Balance b/f from previous year 6,978,868 10,264,474

Less: Dividend 9,500,000 –

Balance to be carried forward 1,349,912 6,978,868

Note: *Canadian Dollars

2. CAPITAL EXPENDITURE

As at March 31, 2016, the gross fixed and intangible assets including leased assets, stood at CAD 103.17 Mn and the net fixed and intangible assets, including leased assets at CAD 50.46 Mn Capital Expenditure during the year amounted to CAD 6.56 Mn.

3. STATE OF COMPANY AFFAIRS

The total income for the financial year under review was CAD 47.20 Mn as against CAD 38.02 Mn for the previous financial year. The profit after tax was CAD 3.87 Mn for the financial year under review as against loss after tax of CAD 3.29Mn for the previous financial year.

The loss in the previous financial year was primarily due to reduction in revenue and provision of CAD 2.16 Mn made for doubtful debts.

4. DIVIDEND

During the year, the Company has paid an interim dividend at the rate of CAD 9.50 per share after deducting the applicable withholding tax, on 1,000,000 paid-up equity shares of the Company. The dividend payment has resulted in total outflow of CAD 9.50 Mn towards dividend including the withholding tax on the said dividend.

The Directors do not propose payment of any final dividend for the year ended March 31, 2016.

5. DETAILS OF DIRECTORS & KMP APPOINTED/RESIGNED DURING THE YEAR

During the year under review there was no change in the Directors & Key Managerial Personnel of the Company.

6. AUDITORS

M/s. KNAV Professional Corporation (Chartered Accountants) are the auditors of the Company. They have been re-appointed as Statutory Auditors of the Company for the ensuing financial year.

7. FINANCIAL STATEMENTS

The Auditors report to the shareholders does not contain any qualification, observation or adverse comment.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have 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 or loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with Local Statutes for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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d) The Directors have prepared the Annual Accounts on a going concern basis;

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

9. ACKNOWLEDGEMENT

Your Directors acknowledge the invaluable support extended by the Government authorities in Canada and take this opportunity to thank them as well as the customers, employees, Financial Institutions, Banks and all the various stakeholders for their continued co-operation and support to the Company.

For and on behalf of the Board

SUNIL PANDE

Date: April 19, 2016 Director

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INDEPENDENT AUDITOR’S REPORT

To the Shareholder

L&T Infotech Financial Services Technologies Inc.

We have audited the accompanying financial statements of L&T Infotech Financial Services Technologies Inc. (“the Company”) which comprise the balance sheets as at March 31, 2016 & March 31, 2015 and the related statements of income and retained earnings and statements of cash flows for the years ended March 31, 2016 and March 31, 2015, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. 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.

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. 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.

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

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of L&T Infotech Financial Services Technologies Inc. as at March 31, 2016 & March 31, 2015 and its financial performance and its cash flows for the years ended March 31, 2016 and March 31, 2015 in accordance with Canadian accounting standards for private enterprises.

KNAV Professional Corporation

Chartered AccountantsLicensed Public Accountants

Date: April 19, 2016Place: Toronto

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BALANCE SHEETS(All amounts in Canadian Dollars, unless otherwise stated)

Notes As at 31.03.2016 As at 31.03.2015

ASSETS

Current assets

Cash and cash equivalents 7 6,330,663 8,849,971

Demand Deposits with Bank 8 4,800,000 –

Accounts receivable, net of provision 9 10,065,166 7,021,536

Unbilled revenue 142,628 1,070,942

Income tax recoverable 71,785 101,862

Other current assets 10 1,092,157 874,989

Total current assets $ 22,502,399 17,919,300

Future tax asset 21 2,145,372 5,697,386

Computers 11 2,359,435 1,753,748

Furniture and office equipment 12 422,092 561,215

Software 13 31,018,451 37,361,204

Customer relationship intangibles 14 9,837,250 11,908,250

Goodwill 6 6,822,971 6,822,971

Total assets $ 75,107,970 82,024,074

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities 15 3,862,388 3,374,060

Deferred revenue 533,329 685,198

Other liabilities 16 762,455 352,088

Total current liabilities $ 5,158,172 4,411,346

Future tax liabilities 21 6,099,886 8,133,860

Total liabilities $ 11,258,058 12,545,206

SHAREHOLDER’S EQUITY

Share capital 17 62,500,000 62,500,000

Retained earnings 1,349,912 6,978,868

Total shareholder’s equity $ 63,849,912 69,478,868

Total liabilities and shareholder’s equity $ 75,107,970 82,024,074

(The accompanying notes are an integral part of these financial statements)

Approved on behalf of the Board:

SUNIL PANDEDirector

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STATEMENTS OF INCOME AND RETAINED EARNINGS

(All amounts in Canadian Dollars, unless otherwise stated)

NotesFor the year ended

31.03.2016 31.03.2015

Revenue 45,955,315 37,695,953

Other income 19 1,246,481 329,387

Total revenue $ 47,201,796 38,025,340

Employee cost 10,720,975 11,019,917

Subcontracting expenses 6,833,499 5,558,531

Computer lease rent 1,079,719 2,083,617

Transition service agreement direct costs 153,584 193,848

Software purchase annual license fee 1,115,828 1,099,360

Other direct cost 491,489 743,480

Total direct expenses $ 20,395,094 20,698,753

Sales and administration expenses 4,714,146 4,082,138

Provision for doubtful debts – 2,162,454

Premises rent 1,127,804 1,167,907

Professional charges 334,868 413,383

General repairs and maintenance 146,554 171,224

Travelling and conveyance 142,456 191,397

Telephone and link expenses 180,104 164,119

Auditor’s remuneration 140,671 62,290

Foreign exchange (gain) loss 3,553 (14,997)

Miscellaneous expenses 222,709 133,901

Total indirect costs $ 7,012,865 8,533,816

Depreciation and amortization 14,374,676 13,097,981

(Loss) Income before tax $ 5,419,161 (4,305,210)

Future income tax (benefit) expense 21 1,548,117 (1,019,604)

Net (loss) income after taxes $ 3,871,044 (3,285,606)

Dividend (9,500,000) –

Retained earnings, beginning of the period 6,978,868 10,264,474

Retained earnings, end of the period $ 1,349,912 6,978,868


Approved on behalf of the Board:

SUNIL PANDEDirector

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STATEMENTS OF CASH FLOWS


For the year ended

31.03.2016 31.03.2015

CASH FLOW FROM OPERATING ACTIVITIES

Net income (loss) after tax 3,871,044 (3,285,606)

Adjustment for non-cash items

Depreciation and amortization 14,374,676 13,097,980

Future income tax (benefit) expense 1,548,117 (1,019,604)

Net change in non-cash operating working capital

Accounts receivable, net of provision (3,058,804) 1,762,044

Unbilled revenue 928,314 (94,906)

Other current assets (217,168) (80,952)

Income taxes recoverable (net) – (123,134)

Accounts payable and accrued liabilities 503,504 2,023,637

Other current liabilities 258,498 777,163

Net cash provided by operating activities $ 18,208,181 13,056,622

CASH FLOW FROM INVESTING ACTIVITIES

Purchases of computers (2,079,627) (212,799)

Purchases of furniture and office equipment (22,104) (33,485)

Capitalization of software (4,325,758) (3,473,370)

Demand deposits with bank (4,800,000) -

Net cash used in investing activities $ (11,227,489) (3,719,654)

CASH FLOW FROM FINANCING ACTIVITIES

Repayment of term loan – (495,000)

Dividend distribution (8,075,000) –

Withholding tax on dividend (1,425,000) –

Net cash used in financing activities $ (9,500,000) (495,000)

Net increase in cash and cash equivalents (2,519,308) 8,841,968

Cash and cash equivalents, at beginning of the period 8,849,971 8,003

Cash and cash equivalents, at end of the period $ 6,330,663 8,849,971


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NOTES TO FINANCIAL STATEMENTS


1. DESCRIPTION OF BUSINESS

L&T Infotech Financial Services Technologies Inc. (the “Company” or “LTIFST”) is incorporated under the Canada Business Corporations Act. The Company is a wholly owned subsidiary of Larsen & Toubro Infotech Ltd., India (“Parent”). The Company commenced operations on January 1, 2011 with the acquisition of the information technology operations business of Citigroup Fund Services Canada Inc. by the Company’s Parent.

2. BASIS OF PRESENTATION

The financial statements of the Company have been prepared by the management in accordance with Canadian accounting standards for private enterprises (“GAAP”).

3. BASIS FOR MEASUREMENT

The financial statements have been prepared on historical cost basis.

4. FUNCTIONAL AND PRESENTATION CURRENCY

The Company’s functional and presentation currency is the Canadian dollar.

5. SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Management bases the estimates on a number of factors, including historical experience, current events and actions that the Company may undertake in the future and other assumptions that the Company believes are reasonable under the circumstances. Estimates are used in accounting for items and matters such as revenues, allowance for doubtful accounts, useful lives of non-current assets, legal and tax contingencies, employee compensation plans, income taxes and investment tax credit.

The estimates and judgments that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below

i. Estimated useful lives and valuation of intangible assets: Management estimates the useful lives of intangible assets based on the period during which the assets are expected to be available for use and also estimates their recoverability to assess if there has been an impairment. The amounts and timing of recorded expenses for amortization and impairments of intangible assets for any period are affected by these estimates. The estimates are reviewed at least annually and are updated if expectations change as a result of technical or commercial obsolescence, threats and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful lives of the Company’s intangible assets in the future.

ii. Income taxes: Management uses estimates when determining current and deferred income taxes. These estimates are used to determine the recoverability of tax loss carry forward amounts, research and development expenditures and investment tax credits.

Foreign currency transactions

Transactions denominated in foreign currencies are translated into the Canadian dollar at the rate of exchange in effect at the time of the transaction. Monetary assets and liabilities are translated into Canadian dollars at the period-end exchange rate. Non-monetary items are translated at historical rates. All exchange gains and losses are included in net income.

Dividend

Dividends are recognized as a liability in the period in which they are declared. The income tax consequences of dividends are recognized when a liability to pay the dividend is recognized.

Revenue recognition

The Company recognizes revenues across all the revenue streams when they are earned, specifically when all the following conditions are met:

a) Services are provided to customers;

b) There is clear evidence that an arrangement exists;

c) Amounts are fixed or can be determined; and

d) The ability to collect is reasonably assured.

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The Company recognizes revenues for different revenue streams as follows:

• Application Service Provider (“ASP”) Service: Revenue is recognized by applying the contracted rates on the total number of active and inactive fund accounts across all client customer environments.

• Time and Material Service: Revenue with respect to time and material contracts is recognized as related services are performed applying the contracted rates.

• Development Service: Revenue from development service is recognised on accomplishment of milestone. Milestone is measured based upon the time and material efforts incurred to date. The Company monitors estimates of total contract revenue and cost on a routine basis through the delivery period. The cumulative impact of any change in estimates of the contract revenue or costs is reflected in the period in which the changes become known. In the event that a loss is anticipated on a particular contract, provision is made for the estimated loss. Revenue recognised under this method is included in unbilled revenue if it is not invoiced by the year end.

• License Service: Revenue from sale of license is recognized upon delivery of license.

Billings in advance of work performed are included in deferred revenue.

Provision for doubtful debts

The Company follows specific identification method for providing for doubtful debts. Management analyses accounts receivable and the composition of the accounts receivable ageing, historical bad debts, when evaluating the adequacy of the allowance for doubtful debts.

Financial instruments

Financial instruments are measured at fair value on initial recognition. After initial recognition, financial instruments are measured at their fair values, except for loans and receivables and other financial liabilities, which are measured at cost or amortized cost using the effective interest rate method.

The Company has made the following classifications:

• Cash and cash equivalents are classified as assets held for trading and are measured at fair value. Gains and losses resulting from the periodic revaluation are recorded in net income;

• Accounts receivable are classified as loans and receivables and are initially recorded at fair value and subsequent measurements are recorded at amortized cost using the effective interest rate method; and

• Accounts payable and accrued liabilities are classified as other financial liabilities and are initially measured at their fair value. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

Income taxes

The Company follows asset and liability method of accounting for income taxes. Under this method, future income taxes are recognized for the future income tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis [temporary differences]. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years during which temporary differences are expected to be realized or settled. The effect on future income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not; that future income tax asset will not be realized.

Investment tax credit

The Company is entitled to investment tax credits, which are earned as a percentage of eligible research and development expenditures incurred in each taxation year. Income tax investment tax credits related to expensed research and development costs are recorded as a reduction of the total expenditure. Income tax investment tax credits related to property and equipment are accounted for as a reduction in the cost of the related asset.

Cash and cash equivalents

Cash and cash equivalents, including cash on account, demand deposits and short-term investments with original maturities of three months or less, are recorded at cost, which approximates market value.

Computers, furniture and office equipment and software

Computers, furniture and office equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated on the straight-line method over the following estimated useful lives:

• Computers 3 to 5 years

• Furniture and office equipment 5 years

• Acquired software 10 years

• Internally developed software 1 to 5 years

Certain costs are capitalized for the development or enhancement of computer software used internally to process customer transactions or sold externally through software license or service arrangements. Routine software maintenance and customer support costs are expensed when incurred.

NOTES TO FINANCIAL STATEMENTS (Contd..)

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NOTES TO FINANCIAL STATEMENTS (Contd..) Customer relationship intangibles

Customer relationship intangibles, which are comprised of customer contracts and relationships acquired, are stated net of amortization. Customer relationship intangibles are amortized on a straight-line basis over their estimated useful lives of ten years.

Impairment of long-lived assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if the carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. This assessment is based on the carrying amount of the asset at the date it is tested for recoverability, whether it is in use or under development. In cases where the undiscounted expected future cash flows are less than the carrying amount, an impairment loss shall be recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount becomes the new cost basis.

An impairment loss shall not be reversed if the fair value subsequently increases.

Goodwill

Goodwill represents the cost of acquired businesses in excess of the fair value of net identifiable assets acquired. Goodwill is not amortized but is instead tested for impairment if events or changes in circumstances indicate that an impairment loss may have occurred. In the impairment test, the carrying amount of the reporting unit, including goodwill, is compared with its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized, up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed.

6. ACQUISITION

On January 1, 2011, the Company’s Parent, Larsen & Toubro Infotech Limited, India, acquired the information technology operations business of Citigroup Fund Services Canada Inc. for cash consideration of $ 62,500,000 and contributed the acquired business to the Company in return for 1,000,000 shares of the Company. The Company’s parent allocated the purchase price to the underlying assets acquired and liabilities assumed based upon their fair value at the date of acquisition and CAD 6,822,971 was attributed to goodwill..

7. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise the following:

As at 31.03.2016 As at 31.03.2015

Bank balance with TD Canada Bank 2,130,663 4,199,971

Short-term demand deposits* 4,200,000 4,650,000

TOTAL 6,330,663 8,849,971

*These are demand deposits with Toronto-Dominion Commercial Bank with original maturities ranging between one to three months.

Following is the schedule depicting the issue date, original principal, rate of interest on deposit, the currency in which the deposits are denominated and the maturity date of the total short term demand deposits as on March 31, 2016.

Serial no. Issue date Original principal Rate of interest Currency Maturity date

I. 4-Dec-15 800,000 0.85% CAD 5-Apr-16

II. 14-Dec-15 800,000 0.85% CAD 27-Apr-16

III. 18-Dec-15 500,000 0.85% CAD 10-May-16

IV. 2-Feb-16 800,000 0.85% CAD 26-May-16

V. 2-Feb-16 500,000 0.85% CAD 6-Jun-16

VI. 17-Feb-16 800,000 0.85% CAD 27-Jun-16

Total 4,200,000

The carrying amount of the short-term demand deposits represent the fair value as on March 31, 2016.

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NOTES TO FINANCIAL STATEMENTS (Contd..)8. DEMAND DEPOSITS WITH BANK

Demand deposits with bank comprise following:-

As at 31.03.2016 As at 31.03.2015

Demand Deposits with Bank 4,800,000 –

TOTAL 4,800,000 –

These are demand deposits with Toronto-Dominion Commercial Bank maturing after more than 90 days but less than 180 days from reporting date. Following is the schedule depicting the issue date, original principal, rate of interest on deposit, the currency in which the deposits are denominated and the maturity date of the total demand deposits as on March 31, 2016.

Serial no. Issue date Original principal Rate of interest Currency Maturity date

I. 17-Feb-16 800,000 0.85% CAD 5-Jul-16

II. 4-Mar-16 800,000 0.85% CAD 27-Jul-16

III. 4-Mar-16 800,000 0.85% CAD 4-Aug-16

IV. 14-Mar-16 800,000 0.85% CAD 29-Aug-16

V. 14-Mar-16 800,000 0.85% CAD 2-Sep-16

VI. 29-Mar-16 800,000 0.85% CAD 16-Sep-16

Total 4,800,000

The carrying amount of the demand deposits represent the fair value as on March 31, 2016.

9. ACCOUNT RECEIVABLE, NET OF PROVISION

The Company’s accounts receivables primarily relate to sale of services as described above. Accounts receivables comprise the following:

As at 31.03.2016 As at 31.03.2015

Account receivable 10,145,780 9,183,990

Less: Provision for doubtful debts 80,614 2,162,454

TOTAL 10,065,166 7,021,536

The activities in provision for doubtful debts account for period ended March 31, 2016 and March 31, 2015 are as given below-

Year ended 31.03.2016


Balance at beginning of the year 2,162,454 –

Provisions made during the period 19,435 2,162,454*

Bad debts written-off during the period (1,060,355) –

Bad debts recovered during the period (1,040,920) –

Balance at end of the year 80,614 2,162,454

* During the year ended March 31, 2015 above accounts receivable included $ 2,162,454 for which negative customer confirmation was received from customer. The management was of the view that the full amount was considered doubtful and provision for doubtful debts was warranted. During the period ended March 31, 2016 management had doubts over the recoverability of invoices from a client totaling to $ 19,435 and accordingly provision was made for the entire amount. As on March 31, 2016 management wrote off bad debts to the amount $ 1,060,355, consisting of $ 19,435 provided during the year and $ 1,040,920 provided in year ended March 31, 2015. The Company wrote back the provision for doubtful debts for the $ 1,040,920 recovered from the customer. This benefit has been recognized in the income statement for the period ended on March 31, 2016 under other income.

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NOTES TO FINANCIAL STATEMENTS (Contd..)10. OTHER CURRENT ASSETS

Other current assets comprise the following:

As at 31.03.2016 As at 31.03.2015

Prepaid expenses 1,063,471 874,989

Deposits 2,978 -

Interest recoverable 19,708 -

Advance to employees 6,000 -

TOTAL 1,092,157 874,989

11. COMPUTERS

As at 31.03.2016 As at 31.03.2015

Cost 7,551,274 5,471,648

Less: Accumulated depreciation (5,191,839) (3,717,900)

TOTAL 2,359,435 1,753,748

Depreciation expense for the period ended March 31, 2016 amounted to $ 1,473,939 (March 31, 2015 -$ 1,270,395). During the previous year ended March 31, 2015 assets having cost of $ 150,230 with zero net book value were retired.

12. FURNITURE AND OFFICE EQUIPMENT’S

As at 31.03.2016 As at 31.03.2015

Cost 808,666 786,563

Capital work in progress – office signage 116,200 116,200

Less: Accumulated depreciation (502,774) (341,548)

TOTAL 422,092 561,215

Depreciation expense for the period ended March 31, 2016 amounted to $ 161,226 (March 31, 2015 - $ 154,044)

13. SOFTWARE

As at 31.03.2016 As at 31.03.2015

Cost

Acquired and purchased software 25,921,397 23,706,558

Internally developed and purchased software 41,244,548 39,133,628

67,165,945 62,840,186

Less: Accumulated amortization

Acquired software (12,967,578) (9,852,867)

Internally developed and purchased software (23,179,916) (15,626,115)

(36,147,494) (25,478,982)

TOTAL 31,018,451 37,361,204

Internally developed and purchased software includes $ 16,589 (year ended March 31, 2015 - $ 62,704) of software under internal development which has not been amortized during the period.

Amortization expense for the period ended March 31, 2016 amounted to $ 10,668,511 (year ended March 31, 2015 - $ 9,602,542).

During the year ended March 31, 2015, the Company changed the useful life of an intangible asset named as Pendo system from 5 years to 1 year. This change was implemented to better match its utility, taking into account the nature of the asset and the Company’s business. The effect of the change for the year ended March 31, 2015 was to increase amortization by $ 368,534 and net loss by $ 368,534. However, based

NOTES TO FINANCIAL STATEMENTS (Contd..)NOTES TO FINANCIAL STATEMENTS (Contd..)

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on the assessed utility, the Company fully amortized the intangible during the year ended March 31, 2016 thereby increasing amortization by $ 368,534.

14. CUSTOMER RELATIONSHIP INTANGIBLES

As at 31.03.2016 As at 31.03.2015

Cost 20,710,000 20,710,000

Less: Accumulated amortization (10,872,750) (8,801,750)

TOTAL 9,837,250 11,908,250

Amortization expense for the period ended March 31, 2016 amounted to $ 2,071,000 (year ended March 31, 2015 - $ 2,071,000).

15. ACCOUNT PAYABLE AND ACCRUED LIABLITIES

As at 31.03.2016 As at 31.03.2015

Account payable 1,541,100 2,044,776

Accrued liabilities 2,321,288 1,329,284

TOTAL 3,862,388 3,374,060

16. OTHER CURRENT LIABLITIES

As at 31.03.2016 As at 31.03.2015

Sales tax payable 312,455 352,088

Provision for dividend tax 450,000 –

TOTAL 762,455 352,088

17. SHARE CAPITAL

As at 31.03.2016 As at 31.03.2015

Authorization:

Unlimited common shares

Issued: 1,000,000 common shares 62,500,000 62,500,000

TOTAL 62,500,000 62,500,000

18. FINANCIAL INSTRUMENTS

In the normal course of business, the Company is exposed to financial risks that may potentially impact its operating results. The Company employs risk management strategies with a view to mitigating these risks on a cost-effective basis.

Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents and accounts receivable. The carrying amount of assets included on the balance sheet represents the maximum credit exposure.

Cash equivalents consist mainly of short-term investments, such as bank deposits. No asset-backed commercial paper products were held. The Company has deposited the cash equivalents with a reputable financial institution, from which management believes the risk of loss to be remote.

The Company’s accounts receivable are from customers engaged in the fund management sector. As at March 31, 2016, 4 customers accounted for 70% [March 31, 2015 - three customers accounted for 78%] of the accounts receivable.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Certain of the Company’s purchases are denominated in U.S. dollars. As at March 31, 2016, the accounts payable and accrued liabilities denominated in U.S. dollars amounted to USD $ 15,241 [March 31, 2015 – USD $ NIL]

NOTES TO FINANCIAL STATEMENTS (Contd..)NOTES TO FINANCIAL STATEMENTS (Contd..)NOTES TO FINANCIAL STATEMENTS (Contd..)

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NOTES TO FINANCIAL STATEMENTS (Contd..) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in Market interest

rates. The Company is exposed to interest rate risk on its bank loan, which subjects the Company to a cash flow risk.

Liquidity risk Liquidity risk is the risk that the Company may encounter difficulties in meeting obligations associated with financial liabilities. Accounts payable

are primarily due within 90 days and will be satisfied from current working capital.

19. OTHER INCOME



Interest income 85,808 69,265Investment tax credit claim – 123,134Write back of liabilities no longer required – 136,988Bad debts and other recovery 1,160,673 -

TOTAL 1,246,481 329,387

20. EMPLOYEE FUTURE BENEFITS The Company sponsors pension arrangements for substantially all of its employees through defined contribution plans. The Company makes

regular contributions to the employees’ individual accounts, which are administered by a plan trustee, in accordance with the plan documents. The cost of this plan, which is expensed as incurred, amounted $ 371,090 as at March 31, 2016 [March 31, 2015 – $ 396,599].

21. INCOME TAX A reconciliation of income taxes at Canadian statutory rates with the reported income taxes is as follows:



Statutory federal and provincial income tax rates 26.50% 26.50%Expected taxes on income (1,436,078) (800,453)Increase (decrease) in income taxes resulting fromNon-deductible items 7,466 4,311True-up of tax provision (32,702) (22,418)Others 137,204 102,903

Provision for income taxes (1,548,046) (715,657)

The income tax effects of temporary differences that gave rise to significant portions of the future income tax assets and future income tax liabilities were as follows:



Future income tax assetsNon-capital losses 533,156 4,157,908Accounts payable and accrued liabilities 7,068 6,850Deferred rent 254,390 302,081Customer relationship intangible 159,135 69,502Research & development expenses 319,343 319,343

1,273,092 4,855,184Ontario corporate minimum tax 423,401 393,325Investment tax credit receivable 448,877 448,877

TOTAL 2,145,370 5,697,386

Future income tax liabilities Computers and software 6,099,886 8,133,860

Total 6,099,886 8,133,860

Net future tax liabilities 3,954,516 2,436,474

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NOTES TO FINANCIAL STATEMENTS (Contd..) The Company has non-capital losses in the amount of $ 1,924,575 (2015 $15,811,735) available for carry forward, of which $1,924,575 expire

in 2032. The benefits of these losses have been recognized in the financial statements.

During the year, the company adjusted Ontario Corporate Minimum Tax of $30,077 for FY15-16 against Income taxes recoverable due to which the balance as on 31st March 2016 has reduced to CAD 71,785 from CAD 101,862 as on 31st March 2015. Ontario Corporate Minimum Tax for FY15-16 is grouped under “future tax asset”.

22. CONTINGENCIES

Taxation years ended March 31, 2011, March 31, 2012 and March 31, 2013:

The Canada Revenue Agency (“CRA”) conducted a tax audit of the Company for the three years ended March 31, 2013 and has disallowed/reallocated certain expenses due to which carry forward non-capital losses have been reduced by $ 382,395 as follows:

Taxation year ended March 31, 2012 $ 282,523

Taxation year ended March 31, 2013 $ 99,872

The CRA has charged interest of $ 12,655 on the taxable income as determined by CRA. Since the Company has carry forward losses, the taxable income should have been offset against the carry forward losses resulting in nil taxable income and no interest payable.

A notice of objection (“NOO”) has been filed with Chief of Appeals, Canada Revenue Agency and the Company is confident that the disallowed expenses will be allowed as a deductible expense. Consequently, the Company is of the view that income tax may not be payable for the three years ending March 31, 2013.

23. DIVIDEND

During the period ended March 31, 2016, interim dividend was paid to parent company of $ 9,500,000 (March 31, 2015: Nil). Withholding tax thereon amounting to $ 1,425,000 was deposited to government within due dates prescribed by CRA.

24. RELATED PARTY TRANSACTIONS

A. Related parties:

a. Larsen & Toubro Infotech Ltd., India - parent company

b. Larsen & Toubro Infotech Ltd., UK – branch of Larsen & Toubro Infotech Ltd., India

c. Larsen & Toubro Infotech Ltd., USA – branch of Larsen & Toubro Infotech Ltd., India

d. Larsen & Toubro Infotech Canada Limited – fellow subsidiary

e. L&T Technology Services Limited - fellow subsidiary

B. Summary of transactions with related parties are as follows:

Period ending on 31.03.2016


Expenses reimbursed to:

Larsen & Toubro Infotech Canada Limited. $ – 172

Larsen & Toubro Infotech Limited., India $ – 23,876

Expenses reimbursed by:

Larsen & Toubro Infotech Limited., India $ – 4,935

Larsen & Toubro Infotech Limited., USA $ – 1,457

L&T Technology Services Limited $ – 95

Procurement of services recorded as expenses:

Larsen & Toubro Infotech Limited., India $ 1,715 –

Larsen & Toubro Infotech Canada Limited. $ 68,309 58,704

Procurement of services for software under internal development


Larsen & Toubro Infotech Canada Limited, UK $ – 134,154

Larsen & Toubro Infotech Limited., India $ 6,630,320 5,333,029

Dividend Distributed

Larsen & Toubro Infotech Limited., India $ 9,500,000 –

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Services rendered to:

Larsen & Toubro Infotech Limited., USA $ – 262,800

Larsen & Toubro Infotech Canada Limited $ 82,124 71,958

L&T Technology Services Limited $ 11,272 11,410

Balances as on 31st Mar 16 2015-16 2014-15

Larsen & Toubro Infotech Limited, USA $ – (12,257)


Larsen & Toubro Infotech Limited, India $ 534,828 933,372

L&T Technology Services Limited $ (2,800) (2,919)

These transactions are under normal credit terms and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

The following balances are due to (due from) related parties and are non-interest bearing:

As at 31.03.2016 As at 31.03.2015

Larsen & Toubro Infotech Ltd, USA – (12,257)

Larsen & Toubro Infotech Canada Ltd 13,534 48,845

Larsen & Toubro Infotech Ltd, India 534,828 933,372

L&T Technology Services Ltd (2,800) (2,919)

Parent Guarantee: Larsen & Toubro Infotech Ltd., India (Parent) has provided guarantee to one of the customers of the Company. The obligation of Larsen & Toubro Infotech Ltd, India is limited in aggregate to the amount of $ 70,000,000.

25. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the presentation adopted in the current period. The reclassification have no impact on the reported net income and retained earnings.

26. SUBSEQUENT EVENT

The Company evaluated all events and transactions that occurred after March 31, 2016 through April 19, 2016; the date the financial statements are issued. Based on the evaluation, the Company is not aware of any events or transactions that would require recognition or disclosure in the financial statements.

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LARSEN & TOUBRO INFOTECH GMBH


DIRECTORS’ REPORTDear Members,

The Directors have pleasure in presenting their Annual report and Audited Accounts for the year ended March 31, 2016.


Particulars EURO (EUR)

2015-16 2014-15

Total Income 13.304.914 13.433.159

Profit / (Loss) before Tax 596.924 1.444.546

Less: Tax 207.421 437.622

Net Profit / (Loss) after Tax 389.502 1.006.924

Add: Balance b/f from previous year 3.322.953 2.316.029

Balance to be carried forward 3.712.455 3.322.953

2. CAPITAL EXPENDITURE As at March 31, 2016 the gross fixed and intangible assets including leased Assets, stood at EUR 123.912 and the net fixed and intangible

assets, including leased assets at EUR 69.729. Capital Expenditure during the year amounted to EUR 68.911.

3. STATE OF COMPANY AFFAIRS The total income for the financial year under review was EUR 13,30 Mn as against EUR 13,43 Mn for the previous financial year registering a

decrease of 1%. The profit after tax from including extraordinary and exceptional items was EUR 0,39 Mn for the financial year under review as against EUR 1,01 Mn for the previous financial year. The profit for the previous year included capital gains / profit arising due to sale of Product Engineering Business.

4. DIVIDEND: In order to conserve the resources for future business growth, the Directors do not recommend any dividend for the current year.

5. DETAILS OF DIRECTORS APPOINTED / RESIGNED DURING THE YEAR During the year, Mr. Sunil Sapre resigned as a Managing Director with effect from June 1, 2015. Mr. Pramod S. Kapoor was appointed as a

Managing Director for a period started June 1, 2015 till December 1, 2015. The Board places on record the valuable contribution made by Mr. Sapre and Mr. Kapoor during their tenure as Managing Directors of the Company.

Presently, Mr. Makarand Deolalkar and Mr. Ashok Kumar Sonthalia are the Managing Directors on the Board of the Company, appointed w.e.f. February 28, 2015 & October 1, 2015, respectively.

6. AUDITORS M/s. Pohner & Von Loeben are the auditors of the Company. They have been reappointed as Statutory Auditors of the Company for the ensuing

financial year.

7. DIRECTORS’ RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms:



c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the local statutes for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;



8. FINANCIAL STATEMENTS The Auditors report to the shareholders does not contain any qualification, observation or adverse comment.

9. ACKNOWLEDGEMENT Your Directors acknowledge the invaluable support extended by the Government authorities in Germany and take this opportunity to thank

them as well as the customers, employees, Financial Institutions, Banks and all the various stakeholders for their continued co-operation and support to the Company.


MAKARAND DEOLALKARDate: April 22, 2016 Director

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AUDITORS’ REPORT

1. Assignment

The management of

Larsen & Toubro Infotech GmbH, Leipzig,

- authorised signatory hereinafter referred to as “Larsen” as well as the “Company”-

appointed us (confirmation of order dated April 13, 2016) by the shareholders resolution dated, April 6, 2015 to audit the financial statements and the accounting records for the year ended March 31, 2016.

The maintenance of the books and records and the preparation of the annual financial statements in accordance with the German Commercial Code (HGB) and the additional regulations of the articles of association are on the responsibility of the Company’s management. Our responsibility is to express an opinion on the annual financial statements based on our audit.

We carried out our audit in accordance with the general conditions of assignment for Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften of the “Institut der Wirtschaftsprüfer” in Germany e.V. (IDW), dated January 01, 2002 (added in appendix 4). Our responsibility and our liability, especially to third parties, is based on these conditions of assignment.

We report about our audit in accordance with § 321 German Commercial Code (HGB) and in accordance with the reporting standards of IDW PS 450. Our report is directed to the audited Company and consists of a main part, which includes all essential statements summarized and four appendices, which are an essential part of our report.

We certify in accordance with § 321 par. 4 a German Commercial Code (HGB) that we have observed the Audit Independence Rules.

2. General Statements 2.1. Situation of the Company The Company, is a medium sized company with regard to § 267 par. 2 HGB (German Commercial Code), as the characteristics of size

with regard to § 264 par. 2 HGB are not reached. The evaluations of the management about the situation of the Company and the risks of the future development affect disclosure and valuation decisions already within the scope of the preparation of the annual financial statements by the legal representatives.

The responsibility of the auditor is to express an opinion on the annual financial statements and the management report.

The financial statements and the management report have been prepared by the legal represen-tatives under its own responsibility.

As far as the judgement of the situation of the Company by the legal representatives was considered in the management report we make the following statements:

The economy in Euro zone is gradually improving. The sharp fall in oil price should provide a lift to economic growth in the EU. Economic growth in Germany is expected to be close to the EU average in 2016, supported by domestic demand.

Overall sentiment about the IT services Industry and Consulting Industry is high due to momentum in the overall economy. The digital business as a solutions and services is developing across the industries.

In 2015-16 the company recorded revenue (including increase in orders in progress) of 13,19 MioEUR as against the revenue of 12,66 MioEUR in 2014-15. The growth of 4,16 % is on account of new customers added during the financial year and also increases in business from existing customers.

The current trend of revenue growth is expected to continue over medium term.

Within the scope of the audit of the annual financial statements as well as the business situation of the Company we noted no facts which argue against the judgement of the situation of the Company according to the submitted annual financial statements.

2.2. Statements according to § 321 par. 1 sent. 3 German Commercial Code Irregularities In the course of our audit no irregularities have been found.

3. Subject, character and audit scope The subject of our audit was the Company’s accounting, the financial statements and the management report.

The Company is a medium sized company in accordance with § 267 par. 2 German Commercial Code (HGB). Therefore the Company is obliged by applicable law to be audited with regard to § 316 pf. German Commercial Code (HGB). The Company applies the statutory accounting requirements in Germany.

The audit was carried out in accordance with § 317 German Commercial Code (HGB) and the auditing Standards promulgated in the statement of IDW PS 200 pf. by the German „Institut der Wirtschaftsprüfer“ (IDW). We have audited, whether the regulations of the German Commercial Code and additional regulations of the articles of association of the Company and the regulations and standards of accounting were noticed. The audit covers other regulations only in so far as these regulations contain rules with which the financial statements have to comply. This audit does neither cover any specific information on criminal offences such as breach of public trust or embezzlements nor any offences committed beyond accounting.

The audit was performed by defining an audit strategy, taking a risk-orientated approach. Based on this approach, significant criteria for the determination of audit procedures is the risk of errors and violations of statutory provisions. Knowledge of the business activities and the economic and legal environment of the Company and evaluations of possible misstatements are taken into account in the determination of audit procedures.

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On the basis of this determination we have planned our audit procedures.

The effectiveness of the internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements are examined primarily on a test basis within the framework of the audit. We focused on economic importance of each part of the audit and the type of accounting principles. Because of this assurance of the proper business transactions the scope of the individual audit procedures could be cut down. The audit procedures included plausibility checks and the audit of evidence of individual business transac-tions.

Provided that materiality limits were not exceeded no adjustments have been made.

We carried out our audit in April 2016 in our office premises in Munich. Our auditor’s functions were essentially finished on April 22, 2016.

Our audit was focused on:

- Valuation of accruals

- Reconcile and evaluation of trade receivables and trade payables including affiliated companies

We have requested confirmations of affiliated companies concerning trade receivables and trade payables. Amounts due from and to affiliated companies have been agreed upon with the companies concerned.

The cash in banks and liabilities due to banks are in accordance with confirmations and statement of accounts.

Details about the audit scope and methods are included in our working papers.

All requested documents had been at our entire disposal. Necessary explanations were given to us by:

• Warth & Klein Grant Thornton AG, the tax adviser of the Company (Munich)

• Mr. Manoj K. Nathani, Larsen & Toubro Infotech Ltd. (Mumbai/India).

We have received the Letter of Representation by the managing director. In the Letter of Representation the management promised that the bookkeeping contains all assets, liabilities and risks and that the information given to us is complete.

4. Statements and explanation to accounting

4.1. Adequacy of the accounting

4.1.1 Accounting and other reviewed documents

The accounting of the Company including the wage and salary accounting of the reporting year are performed outside by Warth & Klein Grant Thornton AG Wirt-schaftsprüfungsgesellschaft (tax consultant company), Munich, by the use of a data processing program called DATEV.

We have convinced ourselves of the adequacy and procedure of the accounting as a whole and its practical use. The vouchers are orderly and conclusive. Journal and ledger accounts are properly recorded. The accounting records documents handling is in accordance with the general accepted accounting principles. Assets and liabilities were properly proved. When we finished our audit all accounts were closed.

In the course of our audit and due to the information given to us we did not find any indications that the safety of the data processed for the purposes of accounting is not guaranteed.

4.1.2 Financial statements

The balance sheet as of March 31, 2016 and the profit and loss account for the period from April 1, 2015 to March 31, 2016 were correctly deduced from the accounting. The balance sheet format complies with the German Commercial Code. The assets were proven by balance files, confirmations, correspondences of the Company and other documents.

We audited the financial statements as of March 31, 2015 and supplied it with the auditors’ opinion on April 20, 2015. The financial statements as of March 31, 2015 were approved at the shareholders’ meeting on April 20, 2015.

The financial statements of Larsen & Toubro Infotech GmbH, Leipzig, were prepared in accordance with §§ 242-256 German Commercial Code (HGB) and the complementing regulations of §§ 264-288 German Commercial Code (HGB). Furthermore the regulations in the German GmbH-Law were noticed.

The valuation of assets and liabilities applied to the German Commercial Code. The used accounting and valuation methods are presented in the notes to the financial statements (appendix 1.3).

Valuation methods and classifications of the financial statements as of March 31, 2015 are applied. The standards of § 252 of German Commercial Code (HGB) were followed by the Company.

The notes to the financial statements are in accordance with the applicable law and regulations. The notes to the financial statements especially contain all necessary disclosures, representations, analysis, explanations and reasons with regard to recording methods of the accounting and valuation of the individual items in the balance sheet and profit and loss account as well as the other necessary disclosures. We examined the individual disclosures of the notes to the financial statements within our audit of the individual items in the balance sheet and profit and loss account.

4.1.3 Management report

The management report is attached to this report (appendix 2).

The management report complies with the legal requirements and the supplementary provisions of the Company statutes.

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In our opinion the management report agrees with the annual financial statements and the findings made during the audit. As a whole the management report gives a fair understanding of the Company’s position and suitable presents the opportunities and risks of future development.

4.2. Overall picture conveyed by the financial statements

4.2.1 Result of the financial statements

According to the result of our audit the financial statements, in compliance with generally accepted accounting principles, present overall a true and fair view of its net worth, financial position and results of operations.

4.2.2 Substantial valuation methods

Tangible assets and intangible assets stated at purchase costs reduced by systematic depreciation. Fixed assets are depreciated on a straight-line method. Low value items up to EUR 410,00 are completely written-off in their first year.

The inventories are evaluated with the original purchase or production costs. As far as there were lower values at the day of the balance sheet, those were stated.

Receivables are stated at nominal value. Receivables denominated in a foreign currency are converted into EURO at the average spot exchange rate at the balance sheet date. Risks on receivables are taken into account by lump-sum valuation adjustments to appropriate extent.

Other accruals are set up for uncertain liabilities and are stated at the amount required based on sound business judgement.

Liabilities are stated at their settlement amounts. Liabilities denominated in a foreign currency are converted into EURO at the average spot exchange rate at the date of the balance sheet.

4.2.3 Change in accounting and evaluation methods

The application of accounting and evaluation choices of the German Commercial Code (HGB) as well as other bases of evaluation for the financial statements are unchanged compared to prior year. A change in accounting and evaluation methods as well as basic influences on the reporting of the net assets, financial position and results of operations by a changed practice of the scope of discretion are, according to our assessment, not exist-ing.

4.2.4 Statements concerning single items of the balance sheet

We refer to the notes of financial statements (Appendix 1.3).

As requested we did not give a detailed report about the net assets, financial position and results of operations of the Company.

5. Repetition of the Auditors’ opinion

Based on the results of our audit of the financial statements as of March 31, 2016 of Larsen & Toubro Infotech GmbH, Leipzig, we render the following

Auditors’ opinion:

We have audited the annual financial statements, comprising the balance sheet, the income statement and the notes to the financial statements, together with the bookkeeping system and the management report of Larsen & Toubro Infotech GmbH, Leipzig, for the period from April 1, 2015 to March 31, 2016. The bookkeeping system and the preparation of these documents in accordance with German commercial law and supplementary articles of incorporation are the responsibility of the Company’s management. Our responsibility is to express an opinion on the annual financial statements, together with the bookkeeping system and the management report based on our audit.

We conducted our audit of the annual financial statements in accordance with § 317 HGB (“German Commercial Code”) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with German principles of proper accounting and in the management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements and the management report are examined primarily on a test basis within the framework of the audit.

The audit includes assessing the accounting principles used and the evaluation of significant estimates made by management and evaluating the overall presentation of the annual financial statements. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the annual financial statements comply with the legal requirements and supplementary provisions of the shareholder agreement and give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with German principles of proper accounting. The management letter agrees with the annual financial statements, as a whole gives a fair understanding of the Company’s position and suitable presents the opportunities and risks of future development.

Munich, April 22, 2016

signed Pöhner signed von Loeben Wirtschaftsprüfer vereidigter Buchprüfer

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We submit this auditors’ report according to § 321 German Commercial Code (HGB) while considering the generally accepted auditing standards (IDW-PS 450).

The publication or transfer of the financial statements in a form different from the one we have audited is only permitted after our consent if in the course of doing so reference is made to our audit opinion or audit.

Munich, April 22, 2016

Pöhner von Loeben Wirtschaftsprüfer vereidigter Buchprüfer

(Signet-No. 16/07)

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Appendix 1.1

BALANCE SHEET AS OF MARCH 31, 2016

ASSETS LIABILITIES

EUR EUR previous year

TEUR

EUR EUR previous year

TEUR

A. Fixed assets A. Equity

I. Tangible assets I. Subscribed capital 25.000,00 25

Other equipment, factory and office equipment

69.729,00 6 II. Retained profits 3.322.952,89 2.316

II. Financial assets III. Net income for the year 389.502,94 3.737.455,83 1.007

Investments 1,00 69.730,00 –

B. Inventories B. Accruals

Orders in progress 556.788,63 38 I. Tax accruals 275.305,00 238

II. Other accruals 436.270,15 711.575,15 621

C. Current assets C. Liabilities

I. Receivables and other assets I. Trade payables 47.102,65 45

1. Trade receivables 2.851.070,83 3.073 – thereof due within one year EUR 47.102,65 (p.y. 45 TEUR)

2. Receivables from affiliated companies

562.179,86 1 II. Amounts due to affiliated companies 618.620,30 342

3. Other assets 430.349,07 211 – thereof due within one year EUR 618.620,30 (p.y. 342 TEUR)

II. Cash, Bank Balances 873.093,50 4.716.693,26 1.865 III. Other liabilities 238.609,98 904.332,93 611

D. Accrued items 10.152,02 11 – thereof due to tax payments EUR 105.753,37 (p.y. 62 TEUR)

– thereof due to social security and similiar obligations EUR 0,00 (p.y. 3 TEUR)

– thereof due within one year EUR 238.609,98 (p.y. 611 TEUR)

5.353.363,91 5.205 5.353.363,91 5.205

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APPENDIX 1.2

PROFIT & LOSS ACCOUNT FOR THE PERIOD FROM APRIL 1, 2015 TO MARCH 31, 2016

EUR EUR previous year TEUR

1. Sales revenues 12.670.248,46 12.645

2. Increase in orders in progress 519.306,60 17

3. Other operating income 115.359,36 771

-of which currency translation gains EUR 115.291,00 (p.y. 694 TEUR)

13.304.914,42 13.433

4. Costs of purchased services -7.779.684,97 -6.206

5.525.229,45 7.227

5. Personnel expenses

a) Wages and salaries 3.065.236,81 -3.702

b) social charges 476.556,04 -526

6. Depreciation on intangible fixed and tangible assets 4.315,50 -3

7. Other operating expenses 1.381.847,01 -4.927.955,36 -2.677

-of which expenses translation gains EUR 129.869,07 (p.y. 259 TEUR)

597.274,09 319

8. Other interest and similar income 42,37 –

9. Interest and similar expenses -392,00 -349,63 –

10. Result of ordinary activities 596.924,46 319

11. Extraordinary income 0,00 1.126

12. Extraordinary result 0,00

13. Taxes on income 207.421,52 -438

-of which deferred taxes EUR 0,00 (p.y. - TEUR)

14. Other taxes 0,00 -207.421,52 –

15. Net income for the year 389.502,94 1.007

16. Retained profits 3.322.952,89 2.316

17. Disposable profits 3.712.455,83 3.323

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APPENDIX 1.3

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 20161. Classification

The Larsen & Toubro Infotech GmbH – hereinafter referred to as the company – with its seat in Leipzig, was founded by notarial recordagreement dated June 14, 1999 and has a capital stock of EUR 25.000,00. The Company was registered at the commercial register Leipzig(HRB 15958) on July 28, 1999.

The parent company is Larsen & Toubro Infotech Limited with its domicile in Mumbai, India.

Object of the Company is the provision of consulting services in the area of information technology as well as the trade with products andrights of every type, particularly with assets, devices and fittings regarding information technology as well as software.

The Company is a medium sized company according to § 267 HGB (German Commercial Code), as the characteristics of size with regard to§ 267 par. 2 HGB are not reached. The financial statements are set up according to the HGB and the GmbHG (Limited liability company law).

The structure of the balance sheet and profit and loss summary is according to the regulations of the HGB. The profit and loss account wasset up in total expenditure format according to § 275 Abs. 2 HGB. The notes were prepared under consideration of the alleviation of § 288HGB.

2. Accounting principles and standard of valuation and notes to the financial statementThe applied accounting principles and valuation methods of the annual financial statements are in accordance with §§ 238 ff. HGB as well aswith §§ 264 ff. HGB for corporations.

Fixed assets are capitalized at acquisition or production costs less normal depreciation. Moveable assets are depreciated using the straight-line method. Low value items up to EUR 410,00 are completely written-off in their first year.

The inventories are evaluated with the original purchase or production costs. As far as there were lower values at the day of the balance sheet, those were stated.

Receivables are stated at nominal value. Receivables denominated in a foreign currency are converted into EURO at the average spot exchange rate at the balance sheet date. Risks on receivables are taken into account by lump-sum valuation adjustments to appropriate extent. Recei-vables are all due within one year.

Tax and other accruals are carried at the settlement amount computed in accordance with prudent commercial practice.

The other accuals contain provisions for financial statements and audit (32 TEUR), vacation provisions (193 TEUR), provision sales (69 TEUR), insurance association (16 TEUR), disability charge (5 TEUR) and outstanding invoices (121 TEUR).

Other assets and liabilities are considered with the nominal face respectively settlement value.

Liabilities are stated at their settlement amounts. Liabilities denominated in a foreign currency are converted into EURO at the average spotexchange rate at the date of the balance sheet.

The liabilities include liabilities against affiliated companies of EUR 618.620,30 that are all due within one year.

Contingencies according to § 251 HGB did not exist at closing date.

3. Other information

Managing Director: Sunil Sapre, Mumbai/India(Power to sole representation, exempt of § 181 BGB)(till June 1, 2015)

Makarand Deolalkar, Mumbai/India(Power to sole representation, exempt of § 181 BGB)

Ashok Kumar Sonthalia, Mumbai/India(Power to sole representation, exempt of § 181 BGB) (since October 1, 2015)

Pramod Sushila Kapoor, Mumbai/ India(Power to sole representation, exempt of § 181 BGB)(June 1, 2015 till December 1, 2015)

With regard to further disclosures, use has been made of the protective clause provided for by § 286 par. 4 HGB.

The annual average number of employees was 45.

Deferred tax assets and deferred tax liabilities were not to be taken into account.

Proposal for appropriation of profit:

The Management proposes to carry forward the net accumulated profit of EUR 3.712.455,83.

Leipzig, April 18, 2016

Larsen & Toubro Infotech GmbH,Leipzig

MAKARAND DEOLALKARDirector

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APPENDIX 1.4

FIXED ASSETS MOVEMENT FOR THE YEAR ENDED MARCH 31, 2016

Purchase and manufacturing costs Depreciation Net book value

Balance atApril 1,

2015

Additions Disposals Balance atMarch 31,

2016

Balance atApril 1,

2015

Additions Disposals Balance atMarch 31,

2016

Balance atMarch 31,

2016

Balance atMarch 31,

2015

€ € € € € € € € € €

A. Fixed Assets

I. Tangible assets

Other equipment, fixtures, furniture and office equipment

56.465,40 68.911,50 1.464,00 123.912,90 50.925,40 4.315,50 1.057,00 54.183,90 69.729,00 5.540,00

II. Financial Assets

Investments 113.494,50 0,00 0,00 113.494,50 113.493,50 0,00 0,00 113.493,50 1,00 1,00

169.959,90 68.911,50 1.464,00 237.407,40 164.418,90 4.315,50 1.057,00 167.677,40 69.730,00 5.541,00

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APPENDIX 2

MANAGEMENT REPORTI. Fundamentals of the Company

1. Business Model

L&T Infotech GmbH, a wholly owned subsidiary of L&T Infotech Limited, India, provides software services to companies from Automobile& Aerospace, Pharmaceuticals, Engineering & Construction, Hi-Tech & Consumer electronics, Media & Entertainment industry in Germany.

2. Research and Development

Our R&D initiatives are run by our technology cell and client-specific R&D functions are run by the respective business verticals andservice lines. Our areas of research are focused on automation tools for application development, testing, migration and re-engineering,as well as to build an array of industry-specific accelerators, frameworks, platforms and solutions.

II. Economic Report

1. Macroeconomic and Industry-Specific Enviroment

In FY 2015-16, the economy in Euro zone is gradually improving. The sharp fall in oil price should provide a lift to economic growth inthe EU. As of this year, GDP is expected to grow in every country in the EU. Economic growth in Germany is expected to be close to theEU average in 2016, supported by domestic demand. Annual GDP growth in the EU is forecasted to accelerate to 2,1% this year, whilegrowth in the euro area is expected to pick up to 1,9% in 2016.

Overall sentiment about the IT services Industry and Consulting Industry is high due to momentum in the overall economy. The digitalbusiness as a solutions and services is developing across the industries.

2. Business Performance

In FY 2015-16 the company recorded revenue (including increase in orders in progress) of 13,19 MioEUR as against the revenue of12,66 MioEUR in FY 2014-15. The growth of 4,16% is on account of new customers added during the financial year and also increasesin business from existing customers.

3. Economic Situation

Overview of Sales, results of operations and financial position

In Euros million

FY 2015-16 FY 2014-15

Revenue from operations 13,19 12,66

Profit before Corporate Tax 0,50 *1,24

Profit after Corporate Tax 0,39 *1,01

Cash & Cash Equivalents 0,87 1,86

*Profit before Tax and Profit after Tax for the financial year 2014-15 includes extra-ordinary profit of Euro 1,12 million and EUR 0,95 million respectively on account of transfer of “Product Engineering Services” Business Unit to Larsen & Toubro Technology Services effective Aug 2014.

4. Financial Performance Indicators

FY 2015-16 FY 2014-15

Revenue from operations 13,19 Mn 12,66 Mn

Cost of Sales 11,32 Mn 10,43 Mn

Extra-ordinary Income – * 1,12 Mn

EBITDA (Before Extra-ordinary Income and Trade Tax) 0,60 Mn 0,32 Mn

EBIT (Before Extra-ordinary Income and Trade Tax) 0,60 Mn 0,32 Mn

EBT (Before Extra-ordinary Income and Trade Tax) 0,60 Mn 0,32 Mn

Net Income for the year 0,39 Mn 1,01 Mn

*Extra-ordinary income represents profit on account of transfer of “Product Engineering Services”

Business Unit to Larsen & Toubro Technology Services.

III. Supplementary Statements

In the opinion of the management, there has not arisen, since the date of publication of this management report, any circumstance thatmaterially or adversly affects or likely to affect our profitability or value of our assets or liabilities, as a whole.

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IV. Forecast Report

We expect the current trend of revenue growth to continue over medium term.

V. Opportunity and Risk Report

1. Risk Report

Internal Risk Factors

Our revenues, expenses and profitability are likely to vary significantly in the future from period to period. Factors which result in fluctuationsin our revenues, expenses and profits include:

• the size, complexity, timing, pricing terms and profitability of significant contracts, as well as changes in the corporate decision-making processes of our clients;

• the business or financial condition of our clients or the economy generally, or any developments in the IT sector, which may affectthe rate of growth in the use of technology in business, type of technology spending by our clients and the demand for our services;

• fluctuations in exchange rates;

• the effect of increased wage pressure ;

• our ability to expand sales to our existing customers and increase sales of our services to new customers

• our ability to forecast accurately our clients’ demand patterns to ensure the availability of trained employees to satisfy such demand.

External Risk Factors

1. The risk related to natural disaster may affect the business.

2. The governmental and regulatory bodies notifying new regulations and/or policies and the related uncertainties with respect to theimplementation of new regulations may have a adverse effect on our business, financial condition and results of operations.

2. Opportunities Report

L&T Infotech, GmbH is a wholly owned subsidiary of L&T Infotech, India. We are among the few IT service providers that are part ofa diversified business conglomerate. We are part of the L&T Group, whose businesses span multiple industry segments. Our modelprimarily leverages the domain experience and institutional knowledge of the L&T Group across industries to assist us in developing and delivering IT services and solutions that benefit our clients.

L&T Infotech offer an extensive range of IT services to our clients in diverse industries such as banking and financial services, insurance, energy and process, consumer packaged goods, retail and pharma-ceuticals, media and entertainment, hi-tech and consumer electronicsand automotive and aerospace. Our range of services include application development, maintenance and outsourcing, enterprise re-source planning, infrastructure management services, testing, digital solutions and platform-based solutions. We serve our clients across these industries, leveraging our domain expertise, diverse techno-logical capabilities, wide geographical reach, an efficient global delivery model, thought partnership and new age digital offerings.

We look to assist our clients to “engage the future” through our focus on emerging technologies. We invest in new technologies andtrack new business trends, and believe that every industry will increasingly adopt digital as a key component of its overall IT solutionsand services expenditures. We define our digital business as solutions and services offered to clients through the fusion of new agetechnologies for disruptive business transformations, including as part of our Thought Partnership program.

VI. Risk Statement about use of Financial instruments

Market risk is attributable to all market sensitive financial instruments including foreign currency receivables for certain clients.

VII. Report about Branch Offices

L&T Infotech GmbH does not have any branch office in any other country. In Germany we have offices in Leipzig, Frankfurt & Munich. We have recently leased additional office premises in Munich considering business growth.

VIII. Responsibility Statement by the Statutory Representatives

We hereby declare to the best of our knowledge that the Management Report presents a true and fair view of the performance of the business including the business results and the position of the company such that an appropriate view of the significant circumstances is conveyedand the significant opportunities and risks of the likely development of the company are described.

April 18, 2016 MAKARAND DEOLALKAR

Director

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APPENDIX 3

LEGAL POSITION

A. Company’s structure

Legal form: Limited liability company

Company name: Larsen & Toubro Infotech GmbH

Legal domicile: D-04109 Leipzig

Articles of association: June 14, 1999 (Dr. Carsten Ritter, Leipzig/Germany)

Commercial Register: Local first-instance court Leipzig, HR B 15958. We re-ceived a certificate of registration dated April 13, 2016.

Object of the Company: Delivery of consulting services in the field of informa-tion technology as well as dealing with goods and rights of all kind, especially with assets, equipment and fixtures for information technology as well as software.

Nominal Capital: EUR 25.000,00 (py. 25 TEUR)

100 % of the shares of the Company are being held by Larsen & Toubro Infotech Ltd., Mumbai, India

Managing Directors: Makarand Deolalkar, Mumbai/India (since February 28, 2015)

Ashok Kumar Sonthalia, Mumbai/India(since October 1, 2015)

Sunil Sapre, Mumbai/India (till June 1, 2015)

Pramod Sushila Kapoor, Mumbai/India(June 1, 2015 till December 1, 2015)

Fiscal Year: April 1 until March 31

Prior financial Statements: The financial statements as of March 31, 2015 were approved at the shareholders´ meeting on April 20, 2015.

B. Tax basis

General

The Company is recorded by the local tax office for corporations in Munich (registration-number: 231/113/12222).

The tax authorities carried out a tax audit in the year 2012 for the assessment periods 2007 to 2009.

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LARSEN & TOUBRO INFOTECH CANADA LIMITED

DIRECTORS’ REPORT

Dear Members,



Particulars CAD*

2015-16 2014-15

Total Income 13,643,849 8,428,369

Profit/(Loss) before Tax 735,559 386,067

Less: Tax 197,613 76,793

Net Profit/(Loss) after Tax 537,948 309,272



Note: *Canadian Dollars

2. CAPITAL EXPENDITURE As at March 31, 2016, the gross fixed and intangible assets including leased assets, stood at CAD 26,337 and the net fixed and intangible

assets, including leased assets at CAD 1,773. Capital Expenditure during the year amounted to Nil.

3. STATE OF COMPANY AFFAIRS The total income for the financial year under review was CAD 13.64 Mn as against CAD 8.43 Mn for the previous financial year registering an

increase of 61.5%. The profit after tax for the year under review was CAD 0.54 Mn as against CAD 0.31 Mn for the previous financial year.

4. DIVIDEND In order to conserve the resources for future business growth, the Directors do not recommend any dividend for the current year.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE YEAR During the year under review there was no change in the Directors & Key Managerial Personnel of the Company.

6. AUDITORS M/s. KNAV Professional Corporation (Chartered Accountants) are the auditors of the Company. They have been re-appointed as Statutory

Auditors of the Company for the ensuing financial year.


8. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating

to material departures; b) The Directors have 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 or loss of the Company for that period;


d) The Directors have prepared the Annual Accounts on a going concern basis; e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were

adequate and were operating effectively.

9. ACKNOWLEDGEMENT Your Directors acknowledge the invaluable support extended by the Government authorities in Canada and take this opportunity to thank


Date: 20 April, 2016


Sunil Pande Director

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To the Shareholder

L&T Infotech Canada Ltd / Infotech Larsen & Toubro Canada LTEE

We have audited the accompanying financial statements of L&T Infotech Canada Ltd / Infotech Larsen & Toubro Canada LTEE (“the Company”) which comprise the balance sheets as at March 31, 2016 & March 31, 2015 and the related statements of income and retained earnings and statements of cash flows for the years ended March 31, 2016 & March 31, 2015, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. 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.



Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of L&T Infotech Canada Ltd / Infotech Larsen & Toubro Canada LTEE as at March 31, 2016 & March 31, 2015 and its financial performance and its cash flows for the years ended March 31, 2016 & March 31, 2015 in accordance with Canadian accounting standards for private enterprises.

KNAV Professional CorporationChartered AccountantsLicensed Public Accountants

Date: April 20, 2016Place: Toronto

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BALANCE SHEETS


Notes As at 31.03.2016 As at 31.03.2015

ASSETS

Current assets

Cash and cash equivalents 6 419,510 1,500,790

Accounts receivable, net of provision 7 3,639,819 1,743,984

Advance taxes 107,994 15,139

Other current assets 8 231,142 162,658

Total current assets $ 4,398,465 3,422,570

Property and equipment 9 1,773 2,269

Total assets $ 4,400,238 3,424,839

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities 10 2,015,603 1,737,513

Other current liabilities 11 419,231 259,736

Total current liabilities $ 2,434,834 1,997,249

Future tax liabilities 14 8,533 8,664

Total liabilities $ 2,443,367 2,005,913

Shareholder’s equity

Share capital 12 100 100

Retained earnings 1,956,771 1,418,826

Total shareholder’s equity $ 1,956,871 1,418,926

Total liabilities and shareholder’s equity $ 4,400,238 3,424,839

(See accompanying notes to the financial statements)

Approved on behalf of the Board

SUNIL PANDEDirector

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STATEMENTS OF INCOME AND RETAINED EARNINGS


NotesFor the year ended

31.03.2016 31.03.2015

Revenue 13,530,636 8,359,891

Other income 13 113,213 68,478

Total revenue $ 13,643,849 8,428,369

Employee cost 4,930,714 2,933,632

Subcontracting expenses 7,235,408 4,887,143

Other direct costs - 23,055

Total direct expense $ 12,166,122 7,843,830

Sales and administration expenses 195,155 108,485

Rent 32,376 36,278

Professional charges 221,436 103,251

Travelling and conveyance 49,910 22,913

Telephone charges 19,874 9,115

Auditor’s remuneration 24,458 8,639

Foreign exchange (gain)/loss 184,015 (102,688)

Miscellaneous expenses 10,421 8,851

Total indirect costs $ 737,406 194,846

Depreciation 10 473 849

Bank charges 4,048 2,775

Income before tax $ 735,559 386,067

Current income taxes 197,744 72,479

Future income taxes (131) 4,314

Income taxes 14 197,613 76,793

Net income for the year $ 537,948 309,272

Retained earnings, beginning of the year 1,418,825 1,109,553

Retained earnings, end of the year $ 1,956,771 1,418,825

(See accompanying notes to the financial statements)

Approved on behalf of the Board

SUNIL PANDEDirector

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STATEMENTS OF CASH FLOWS


For the year ended

31.03.2016 31.03.2015

CASH FLOW FROM OPERATING ACTIVITIES

Net income 537,948 309,272

Adjustments for:

Depreciation 473 849

Future income taxes (131) 4,314

Unrealized foreign exchange (gain)/loss (189,801) 71,884

Net change in operating working capital

Accounts receivable, net of provision (1,869,710) (196,218)

Other current assets (67,539) (116,493)

Accounts payable and accrued liabilities 441,710 1,071,801

Income taxes recoverable (net) (92,856) 15,159

Other current liabilities 158,606 197,878

Cash provided by (used in) operating activities $ (1,081,300) 1,358,447

Net foreign exchange difference on cash and cash equivalents 20 (7,140)

Increase (decrease) in cash and cash equivalents (1,081,280) 1,351,307

Cash and cash equivalents, at beginning of the year 1,500,790 149,483

Cash and cash equivalents, at end of the year $ 419,510 1,500,790

Supplemental cash flow information

Income taxes paid 170,565 15,138

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NOTES TO FINANCIAL STATEMENTS

(All amounts are in Canadian Dollars, unless otherwise stated)

1. DESCRIPTION OF BUSINESS

Larsen & Toubro Infotech Canada Ltd. / Infotech Larsen & Toubro Canada LTEE (the “Company”) is incorporated under the Canada Business Corporations Act (Ontario). The Company is a wholly owned subsidiary of Larsen & Toubro Infotech Ltd., an India company (“Parent”). The Company is engaged in software consulting and development services.

2. BASIS OF PRESENTATION

The financial statements of the Company have been prepared by the management in accordance with Canadian accounting standards for private enterprises (“GAAP”).

3. BASIS FOR MEASUREMENT

The financial statements have been prepared on historical cost basis.

4. FUNCTIONAL AND PRESENTATION CURRENCY

The Company’s functional and presentation currency is the Canadian dollar.

5. SIGNIFICANT ACCOUNTING POLICIES

a) Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Management bases the estimates on a number of factors, including historical experience, current events and actions that the Company may undertake in the future and other assumptions that the Company believes are reasonable under the circumstances. Estimates are used in accounting for items and matters such as revenues, provision for doubtful accounts, useful lives of non-current assets, legal and tax contingencies, employee compensation plans, income taxes and investment tax credit.

The estimates and judgments that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

i. Income taxes: Management uses estimates when determining current and deferred income taxes. These estimates are used to determine the recoverability of tax loss carry forward amounts, research and development expenditures and investment tax credits.

b) Foreign currency transactions

Transactions denominated in foreign currencies are translated into the Canadian dollar at the rate of exchange in effect at the time of the transaction. Monetary assets and liabilities are translated into Canadian dollars at the year-end exchange rate. Non-monetary items are translated at historical rates. All exchange gains and losses are included in net income.

c) Revenue recognition

The Company recognizes revenues across all the revenue streams when they are earned, specifically when all the following conditions are met:

a) Services are provided to customers; b) There is clear evidence that an arrangement exists; c) Amounts are fixed or can be determined; and d) The ability to collect is reasonably assured. The Company recognizes revenue for different revenue streams as follows: • Time and material service: Revenue with respect to time-and-material contracts is recognized as related services are performed

applying the contracted rates. • Development service: Revenue from development service is recognized on a percentage completion method. Percentage completion

is measured based upon the efforts incurred to date in relation to the total estimated efforts to complete the contract. The Company monitors estimates of total contract revenue and cost on a routine basis through the delivery period. The cumulative impact of any change in estimates of the contract revenue or costs is reflected in the period in which the changes become known. In the event that a loss is anticipated on a particular contract, provision is made for the estimated loss.

Revenue recognized under above methods is included in accrued income if it is not invoiced by the year end.

d) Provision for doubtful debts

The Company follows specific identification method for providing for doubtful debts. Management analyses accounts receivable and the composition of the accounts receivable ageing, historical bad debts, when evaluating the adequacy of the provision for doubtful debts.

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e) Financial instruments

Financial instruments are measured at fair value on initial recognition. After initial recognition, financial instruments are measured at their fair values, except for loans and receivables and other financial liabilities, which are measured at cost or amortized cost using the effective interest rate method.

The Company has made the following classifications:

• Cash and cash equivalents are classified as assets held for trading and are measured at fair value. Gains and losses resulting from the periodic revaluation are recorded in net income;

• Accounts receivable are classified as loans and receivables and are initially recorded at fair value and subsequent measurements are recorded at amortized cost using the effective interest rate method; and

• Accounts payable and accrued liabilities are classified as other financial liabilities and are initially measured at their fair value. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

f) Income taxes

The Company follows asset and liability method of accounting for income taxes. Under this method, future income taxes are recognized for the future income tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis [temporary differences]. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years during which temporary differences are expected to be realized or settled. The effect on future income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date. A valuation allowance is provided to the extent that it is more likely than not; that future income tax asset will not be realized.

g) Investment tax credits

The Company is entitled to investment tax credits, which are earned as a percentage of eligible research and development expenditures incurred in each taxation year. Income tax investment tax credits related to expensed research and development costs are recorded as a reduction of the total expenditure. Income tax investment tax credits related to property and equipment are accounted for as a reduction in the cost of the related asset.

h) Cash and cash equivalents

Cash and cash equivalents, including cash on account, demand deposits and short-term investments with original maturities of three months or less, are recorded at cost, which approximates market value.

i) Computers, furniture and office equipment

Computers, furniture and office equipment are stated at cost less accumulated amortization. Capital assets are amortized over their estimated useful lives at the following rates and methods:

Equipment : 20% declining balance method Computer equipment : 30% declining balance method Furniture and fixtures : 20% declining balance method The Company regularly reviews its capital assets to eliminate obsolete items.


Cash and cash equivalents comprise of:

As at 31.03.2016 As at 31.03.2015

Cash at bank $ 419,510 1,500,790

TOTAL 419,510 1,500,790

7. ACCOUNTS RECEIVABLE, NET OF PROVISION

Accounts receivable comprise of:

As at 31.03.2016 As at 31.03.2015

Related party accounts receivable 1,234,868 48,485

Other accounts receivable 2,404,951 1,695,499

Total accounts receivable $ 3,639,819 1,743,984

There were no activities in the provision for bad and doubtful debts for the year ended March 31, 2016 and March 31, 2015.


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NOTES TO FINANCIAL STATEMENTS (Contd..)8. OTHER CURRENT ASSETS

Other current assets comprise of:

As at 31.03.2016 As at 31.03.2015

Accrued income 149,108 111,731

Investment tax credit receivable (Refer Note 13) 30,427 30,427

Advance to employees 51,607 20,500

TOTAL $ 231,142 162,658

9. PROPERTY AND EQUIPMENT

Particulars Computer equipment

Equipment Furniture & fixtures

Total

As at March 31, 2014

Gross block 21,823 2,097 2,546 26,466

Less: Accumulated depreciation 20,273 1,677 2,035 23,985

Net block $ 1,550 420 511 2,481


Gross block 21,823 2,097 2,546 26,466


Net block $ 1,392 396 481 2,269


Gross block 21,823 2,097 2,546 26,466

Less: Deletions – 130 – 130


Net block 1,092 296 385 1,773

Depreciation expense for the year ended March 31, 2016 amounted to $ 473 (year ended March 31, 2015 - $ 849).

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities comprise of:

As at 31.03.2016 As at 31.03.2015

Accounts payable 1,479,799 1,472,894

Accrued liabilities 535,804 264,619

TOTAL $ 2,015,603 1,737,513

11. OTHER CURRENT LIABILITIES

Other current liabilities comprise of:

As at 31.03.2016 As at 31.03.2015

Provision for income tax 228,499 108,464

GST payable 144,609 78,334

Other payables 44,024 –

Advances received 2,099 72,938

TOTAL $ 419,231 259,736

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NOTES TO FINANCIAL STATEMENTS (Contd..)12. SHARE CAPITAL

As at 31.03.2016 As at 31.03.2015

Authorized:

Unlimited common shares – –

Issued: 100 100

100 common shares $ 100 100

13. OTHER INCOME

Other income comprises of:

For the year ended31.03.2016


Investment tax credit claim* – 13,602

Unclaimed customer balances written back – 54,876

Recovery of traveling expenses 98,003 –

Others 15,210 –

$ 113,213 68,478

* During the previous year ended March 31, 2015, the Company accrued income on investment tax credits of $ 13,602 for the SR&ED claim filed for fiscal year 2013. There is no accrual during the year ended March 31, 2016 .The accrual is based on management estimates and the CRA audits and submissions during those audits in the current year.

14. INCOME TAX

A reconciliation of income taxes at Canadian statutory rates with the reported income taxes is as follows:



Statutory federal and provincial income tax rates 26.50% 26.50%

Expected taxes on income 195,479 111,843

Increase (decrease) in income taxes resulting from

Permanent differences 2,133 (35,985)

Others – 935

Provision for income taxes $ 197,612 76,793

As at 31.03.2016 As at 31.03.2015

Future income tax liabilities: – –

Investment tax credits (8,063) (8,063)

Capital assets (470) (601)

TOTAL $ (8,533) (8,664)

Net future tax liabilities $ (8,533) (8,664)

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NOTES TO FINANCIAL STATEMENTS (Contd..)15. RELATED PARTY TRANSACTIONS

A. Related parties:

a. Larsen & Toubro Limited, India - ultimate parent company

b. Larsen & Toubro Infotech Limited, India - parent company

c. Larsen & Toubro Infotech Limited, USA – branch of the Larsen & Toubro Infotech Ltd., India

d. Larsen & Toubro Infotech Limited, UK - branch of the Larsen & Toubro Infotech Ltd., India

e. Larsen & Toubro Infotech Limited, France – branch of the Larsen & Toubro Infotech Ltd., India

f. Larsen & Toubro Infotech Financial Services Technologies Inc. - fellow subsidiary

g. L&T Technology Services Limited - fellow subsidiary

B. Summary of transactions with related parties are as follows:



Expenses reimbursed to:

Larsen & Toubro Infotech Limited, UK $ – 11,646

Larsen & Toubro Infotech Financial Services Technologies Inc. $ 20,651 4,935

Larsen & Toubro Infotech Limited, India $ 1,144 –

Procurement of services recorded as expenses:

Larsen & Toubro Infotech Financial Services Technologies Inc. $ – 71,958

Larsen & Toubro Infotech Limited, USA $ 915,480 653,492

L&T Technology Services Limited $ – 209,268

Larsen & Toubro Infotech Limited, India $ 5,554,972 2,994,585

Sale of services:

Larsen & Toubro Infotech Limited, USA $ 2,846,170 2,297,811


Larsen & Toubro Infotech Limited, France $ 114,589

Overheads charged to fellow subsidiary:


Expenses reimbursed by:

L&T Technology Services Limited $ 1,192 46,810


Larsen & Toubro Infotech Limited, India $ 40,000 -

These transactions are under normal credit terms and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

The following balances are due to related parties and are non-interest bearing:

As at 31.03.2016 As at 31.03.2015

Larsen & Toubro Infotech Limited, India $ 1,463,054 957,624


Larsen & Toubro Infotech Limited, USA $ – 551,626

1,463,054 1,512,643

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The following balances are due from related parties and are non-interest bearing:

As at 31.03.2016 As at 31.03.2015

Larsen & Toubro Infotech Limited, USA $ 1,220,142 –


L&T Technology Services Limited $ 1,192 –

1,234,868 48,485

16. FINANCIAL INSTRUMENTS

In the normal course of business, the Company is exposed to financial risks that may potentially impact its operating results. The Company employs risk management strategies with a view to mitigate these risks on a cost-effective basis.

Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents and accounts receivable. The carrying amount of assets included on the balance sheet represents the maximum credit exposure.

No asset-backed commercial paper products were held. The Company has deposited the cash equivalents with a reputable financial institution, from which management believes the risk of loss to be remote.

As at March 31, 2016, three customers accounted for 78% [March 31, 2015 - five customers accounted for 72%] of the accounts receivable.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Certain of the Company’s sales are denominated in US dollars. As at March 31, 2016, the accounts receivable denominated in US dollars amounted to USD 481,709 [March 31, 2015 – USD 516,526].

Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulties in meeting obligations associated with financial liabilities. Accounts payable are primarily due within 90 days and will be satisfied from current working capital.

17. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the presentation adopted in the current year. The reclassification have no impact on the reported net income and retained earnings.

18. SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after March 31, 2016 through April 20, 2016, the date the financial statements are issued. Based on the evaluation, the Company is not aware of any events or transactions that would require recognition or disclosure in the financial statements.


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LARSEN AND TOUBRO INFOTECH SOUTH AFRICA (PTY) LIMITED


INDEPENDENT AUDITORS REPORT

TO THE SHAREHOLDER OF LARSEN AND TOUBRO INFOTECH SOUTH AFRICA PROPRIETARY LIMITEDReport on the financial statements

We have audited the annual financial statements of Larsen and Toubro Infotech South Africa Proprietary Limited, which comprise the statement of financial position as at 31 March 2016, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors’ responsibility for the financial statements

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with the International Financial Reporting Standard and the requirements of the Companies Act 71 of 2008, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

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 expressing an opinion on the effectiveness of the entity’s internal control. 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.


Opinion

In our opinion, the financial statements fairly present, in all material respects, the financial position of Larsen and Toubro Infotech South Africa Proprietary Limited at 31 March 2016 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standard and the requirements of the Companies Act 71 of 2008.

Other reports required by the Companies Act

As part of our audit of the financial statements for the year ended 31 March 2016, we have read the Directors’ Report for the purpose of identifying whether there are material inconsistencies between these reports and the audited financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between these reports and the audited financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports.

LEVITT KIRSONPer: A LewisRegistered AuditorsChartered Accountants (SA)Johannesburg

16 April 2016

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DIRECTORS’ RESPONSIBILITIES AND APPROVAL

The directors are required in terms of the Companies Act of South Africa, 2008 to maintain adequate accounting records and are responsible for the content and integrity of the annual financial statements and related financial information included in this report. It is their responsibility to ensure that the annual financial statements fairly present the state of affairs of Larsen and Toubro Infotech South Africa (Pty) Ltd as at the end of the financial period and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the annual financial statements.

The annual financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the company and places considerable importance on maintaining a strong control environment.

To enable these responsibilities, the directors set standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the company and all employees are required to maintain the highest ethical standards in ensuring the company’s business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the company is on identifying, assessing, managing and monitoring all known forms of risk across the company. While operating risk cannot be fully eliminated, the select entity endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

The directors are of the opinion, based on the information and explanations given by management, that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the annual financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss.

The directors have reviewed the company’s cash flow for the year ended 31 March 2016 and, in the light of this review and the current financial position, they are satisfied that the company has access to adequate resources to continue in operational existence for the foreseeable future.

The external auditors are responsible for independently reviewing and reporting on the company’s annual financial statements. The annual financial statements have been examined by the company’s external auditors and their report is presented herewith.

The above said annual financial statements, which have been prepared on the going concern basis, were approved by the directors on 15 April 2016 and were signed on its behalf by:

KIRAN PAI VINAY RAJADHYAKSHADirector Director

Place : MumbaiDate : April 15, 2016

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DIRECTORS REPORT

The directors submit their report for the period ended 31 March 2016.

1 Incorporation

The company was incorporated on 5th April 2011 and obtained its certificate to commence business on the same day. 2012 was the first year of operation for the company, with operations begining on 1st December 2012.

2 Review of activities

The company is engaged in providing IT & outsourcing support & all other related IT services to the customers in South Africa.

3 Events after the reporting period

There are no material event since the end of Financial year to the date of report.

4 Going concern

The annual financial statements have been prepared on the basis of accounting policies applicable to a going concern.

This basis presumes that the company will continue to receive the support of its related companies and that the realisation of assets and settlement of liabilities will occur in the ordinary course of business.

5 Authorised and issued share capital

The company issued no new shares during the period under review, with total issued Share Capital of 443,725 shares as on 31st March 2016.

There are 6,275 unissued authorised shares.

6 Dividends

There were no dividends declared during the period ended 31 March 2016.

7 Directors

The following persons served as directors during the period under review and to the date of issue of the financial statements:

Mr. Rajat Mathur

Mr. Vinay Rajadhyaksha

Mr. Kiran Krishna Pai

Mr. Ravindra Pravin Desai

Ms. Ayanda Ngcobo

8 External auditor

Levitt Kirson will continue in office in accordance with section 90 of the Companies Act 71 of 2008.

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FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016

STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2016

As at 31.03.2016 As at 31.03.2015

Note(s) R R

Assets

Non-Current Assets

Deferred taxation 7 471,968 727,764

471,968 727,764

Current Assets

Cash and cash equivalents 1 28,533,533 2,355,307

Trade and other receivables 2 24,913,170 75,306,939

Current tax receivable 6 126,703 265,622

53,573,406 77,927,868

Total Assets 54,045,374 78,655,632

Equity and Liabilities

Equity

Stated capital 3 443,725 443,725

Accumulated profit 4,146,130 2,585,551

Total Equity 4,589,855 3,029,276

Liabilities

Current Liabilities

Trade and other payables 4 49,455,519 75,181,948

Current tax payable 6 – –

Deferred taxation 7 – 444,408

Total Liabilities 49,455,519 75,626,356

Total Equity and Liabilities 54,045,374 78,655,632

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STATEMENT OF COMPREHENSIVE INCOME

FY16 FY15

Note(s) R R

Revenue 119,533,123 118,179,598

Cost of sales (99,641,974) (114,017,558)

Gross profit 19,891,149 4,162,040

Other income 129,924 21,061,218

Finance income 795,550 90,145

Operating expenses (18,649,043) (22,981,711)

Operating profit 5 2,167,580 2,331,692

Finance costs – (2,209)

Profit before taxation 2,167,580 2,329,483

Taxation 6 (607,001) (701,256)

Profit for the year 1,560,579 1,628,227

Other comprehensive income – –

Total comprehensive profit 1,560,579 1,628,227

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STATEMENT OF CHANGES IN EQUITY

Accumulatedprofit

StatedCapital

Totalequity

R R R

Balance at 01 April 2014 957,324 443,725 1,401,049

Changes in equity –

Total comprehensive profit for the period 1,628,227 – 1,628,227

Total changes 1,628,227 – 1,628,227

Balance at 31 March 2015 2,585,551 443,725 3,029,276

Balance at 01 April 2015 2,585,551 443,725 3,029,276

Changes in equity

Total comprehensive profit for the period 1,560,579 – 1,560,579

Total changes 1,560,579 – 1,560,579

Balance at 31 March 2016 4,146,130 443,725 4,589,855

Note 3

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STATEMENT OF CASH FLOWS

As at 31.03.2016 As at 31.03.2015

Note(s) R R

Cash flows from operating activities

Cash used in operations 10 26,039,375 (427,979)

Interest income 795,550 90,145

Finance costs – (2,209)

Income taxes paid (656,698) (961,921)

Net cash from operating activities 26,178,226 (1,301,963)

Total cash movement for the year 26,178,226 (1,301,963)

Cash at the beginning of the year 2,355,307 3,657,270

Total cash at end of the year 28,533,533 2,355,307

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1 PRESENTATION OF ANNUAL FINANCIAL STATEMENTS The annual financial statements have been prepared in accordance with International Financial Reporting Standards and the Companies Act

of South Africa. The annual financial statements have been prepared on the historical cost basis, except for those assets and liabilities stated at fair value, and incorporate the principal accounting policies set out below. They are presented in South African Rands.

1.2 Financial instruments

Initial recognition and measurement

Financial instruments are recognised initially when Larsen and Toubro Infotech South Africa (Pty) Ltd becomes a party to the contractual provisions of the instruments.

Larsen and Toubro Infotech South Africa (Pty) Ltd classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit and loss, any directly attributable transaction costs, except as described below. Subsequent to initial recognition, non-derivative financial instruments are measured as described below.

Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

Cash and cash equivalents comprise cash balances and call deposits.

Trade and other payables are classified according to the substance of the contractual arrangements entered into.

1.3 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares are recognised as a deduction from equity.

1.4 Income Taxation

Income tax on the profit or loss for the period comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income, in which case it is recognized in equity or other comprehensive income.

Current tax

Current tax represents the expected tax payable on taxable income for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous reporting periods.

Deferred tax

Deferred tax is recognised in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying values for the financial reporting purposes. Deferred tax is not recognised for the following temporary differences:

• the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and

• differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.

In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

1.5 Provisions and contingencies

Provisions are recognised when:

* Larsen and Toubro Infotech South Africa (Pty) Ltd has a present obligation as a result of a past event;

* It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

* A reliable estimate can be made of the obligation.


ACCOUNTING POLICIES

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ACCOUNTING POLICIES (Contd.) The amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset. The amount recognised for the reimbursement shall not exceed the amount of the provision.

Provisions are not recognised for future operating losses.

If an entity has a contract that is onerous, the present obligation under the contract shall be recognised and measured as a provision.

1.6 Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates.

1.7 Adoption of New and Revised Standards

A number of new standards, amendments to standards and interpretations are not yet effective for the period ended 31 March 2016, and have not been applied in preparing these financial statements:

*IFRS 9 Financial Instruments Annual years beginning on or after 1 January 2018

*IFRS 15 Revenue from contracts with customers Annual years beginning on or after 1 January 2017

*IFRS 11 Joint Arrangements Annual years beginning on or after 1 January 2016

*IFRS 5 Non-current assets held for sale and discontinued operations Annual years beginning on or after 1 January 2016

*IFRS 7 Financial Instruments: Disclosures Annual years beginning on or after 1 January 2016

*IFRS 14 Regulatory Deferral Accounts Annual years beginning on or after 1 January 2016

*IAS 1 Presentation of Financial Statements Annual years beginning on or after 1 January 2016

*IAS 16 Property, Plant and Equipment Annual years beginning on or after 1 January 2016

*IAS 19 Employee Benefits Annual years beginning on or after 1 January 2016

*IAS 34 Interim Financial Reporting Annual years beginning on or after 1 January 2016

The directors anticipate that all of the above Standards and Interpretations will be adopted in the financial statements of the period in which they become effective and that their adoption will have no material impact on the financial statements in the period of initial application.

1.8 Critical Accounting Judgements and Key Sources of Estimation Uncertainty

Management has not made any judgements or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

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NOTES TO THE ANNUAL FINANCIAL STATEMENTS

As at 31.03.2016 As at 31.03.2015R R


Cash and cash equivalents consists of the following:

ABSA Account 4,383,937 11,333

State Bank of India Account 1,338,379 2,244,175

State Bank of India Call Account 22,811,217 99,799

TOTAL 28,533,533 2,355,307

2. TRADE AND OTHER RECEIVABLES

Trade & other receivables consists of the following:

Trade receivables 17,966,005 64,554,487

Other receivables 6,947,165 10,752,452

TOTAL 24,913,170 75,306,939

As at 31.03.2016 As at 31.03.2015

Shares Shares

3. STATED CAPITAL

Authorised

450 000 Ordinary shares at no par value 450,000 450,000

Issued

443 725 Ordinary shares at no par value 443,725 443,725

6 275 unissued no par value ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual general meeting. This authority remains in force until the next annual general meeting.

As at 31.03.2016 As at 31.03.2015R R

4. TRADE AND OTHER PAYABLES

Trade and other payables consists of the following:

Trade payables 47,478,682 71,599,969

VAT payable 290,944 368,482

Accruals 1,685,893 1,568,761

Advance billing – 1,644,736

49,455,519 75,181,948

5. OPERATING PROFIT

Operating profit for the period is stated after accounting for the following:

Staff costs 487,853 21,630,900

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As at 31.03.2016 As at 31.03.2015R R

6. TAXATION

Major components of the tax expense

SA normal tax

Current tax 795,614 785,113

Deferred tax (188,613) (83,858)

607,001 701,255

Reconciliation of the tax expense

Reconciliation between applicable tax rate and average effective tax rate.

Accounting profit 2,167,580 2,329,482

Tax at the applicable tax rate of 28% (2014:28%) 607,001 701,255

7. DEFERRED TAXATION

The major components of deferred tax balances for the year are as follows:

Provisions 471,968 267,238

Income received in advance – 460,526

S24C allowance – (444,408)

471,968 283,356

Deferred taxation liability – (444,408)

Deferred taxation asset 471,968 727,764

Net deferred taxation asset 471,968 283,356

Loans and Receivables

8. FINANCIAL ASSETS BY CATEGORY

The accounting policies for financial instruments have been applied to the line items below:

2015

Trade and other receivables 24,913,170

Cash and cash equivalents 28,533,533

2014

Trade and other receivables 75,306,939

Cash and cash equivalents 2,355,307

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (Contd.)

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NOTES TO THE ANNUAL FINANCIAL STATEMENTS (Contd.)

As at 31.03.2016

R

Financial Liabilities at

amortised cost

9. FINANCIAL LIABILITIES BY CATEGORY

The accounting policies for financial instruments have been applied to the line items below:

2015

Trade and other payables 49,455,519

2014

Trade and other payables 75,181,948

As at 31.03.2016 As at 31.03.2015

R R

10. CASH USED IN OPERATIONS


Adjustments for:

Interest received (795,550) (90,145)

Finance costs – 2,209

Foreign exchange difference –

Changes in working capital:

Trade and other receivables 50,393,769 (46,143,928)

Trade and other payables (25,726,424) 43,474,404

26,039,375 (427,979)

11. RELATED PARTY TRANSACTIONS 11.1 Identity of related parties

Larsen and Toubro Infotech South Africa (Pty) Ltd is a joint venture between Larsen & Toubro Infotech Limited and Befula Investments (Pty) Ltd in ration of 74.9%:25.1%.

Larsen & Toubro Infotech Limited is a South African branch of Larsen and Toubro Infotech Limited.

Larsen & Toubro Infotech South Africa (Pty) Ltd and Larsen & Toubro Infotech Limited (Branch) are related parties in South Africa.

11.2 Balances payable to /receivable from related parties

As at 31.03.2016 As at 31.03.2015

R R

Inter-group payables (47,384,395) (39,044,606)

( 47,384,395) ( 39,044,606)

Inter-group receivable, relates to sales made by Larsen & Toubro Infotech South Africa (Pty) Ltd to Larsen & Toubro Infotech Limited (Branch).

Inter-group payable, relates to expenses to be paid by Larsen & Toubro Infotech South Africa (Pty) Ltd to Larsen & Toubro Infotech Limited (Branch) and Larsen & Toubro Infotech Limited (India).

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NOTES TO THE ANNUAL FINANCIAL STATEMENTS (Contd.) 11.3 Transactions with related parties

As at 31.03.2016 As at 31.03.2015

R R

Inter-group service income (Larsen & Toubro Infotech Ltd (Branch)) – 21,061,217

Inter-group training cost (Larsen & Toubro Infotech Ltd (India)) – (237,721)

Inter-group marketing cost (Larsen & Toubro Infotech Ltd (Branch)) (6,126,980) –

Inter-group on-site support fees (Larsen & Toubro Infotech Ltd (Branch)) (52,789,534) (114,017,558)

Inter-group on-site support fees (Larsen & Toubro Infotech Ltd (India)) (18,339,609) –

Inter-group marketing cost (Larsen & Toubro Infotech Ltd (India)) (9,757,624) –

Inter-group Commission charged by (Larsen & Toubro Infotech Ltd (India)) (844,321) –

( 87,858,068) ( 93,194,062)

11.4 Transactions with key management personnel

There were no transactions with key management personnel.

12. FINANCIAL INSTRUMENTS Exposure to credit risk arises in the normal course of the entity’s business.

12.1 Credit risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. The group does not require collateral in respect of financial assets.

The carrying amount of financial assets represents the maximum credit exposure. The maximum credit exposure at the reporting date was:

Reconciliation between applicable tax rate and average effective tax rate.

Carrying amount Carrying amount

31.03.2016 31.03.2015

R R

Trade receivables 24,913,170 75,306,939

Deposits – –

Prepayments – –

TOTAL 24,913,170 75,306,939

Concentration of credit risk

The company was not exposed to any credit rate risk as the inter-group & other receivables are recoverable.

12.2 Liquidity risk

The following are the contractual maturities of financial liabilities:

Non derivative financial liabilities Total < 1 year 2-5 years >5 years

Trade and other payables 49,455,519 49,455,519 – –

TOTAL 49,455,519 49,455,519 – –

13. FAIR VALUES The fair values of financial assets and liabilities are substantially the same as the carrying amounts shown in the statement of financial position.

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DETAILED INCOME STATEMENT

FY16 FY15

Note(s) R R

Revenue

Services income 119,533,123 118,179,598

Cost of sales

Direct Cost 98,891,974 114,017,558

Purchase of trading goods 750,000 -

Gross profit 19,891,149 4,162,040

Other income

Inter-group service income - 21,061,217

Other Sales 82,318 -

Foreign exchange differences 47,606 -

Interest received 795,550 90,145

925,474 21,151,362

Gross Income 20,816,623 25,313,402

Expenses 18,649,043 22,981,711

Operating expenses

Audit Fees 174,068 60,000

Bank Charges 5,986 3,403

Commission paid 844,321 –

Donations 95,000 228,000

Financial Management Fees – 139,018

Insurance 53,362 60,306

Inter-group services Expense 13,496,603 –

Office expenses 464,679 –

Marketing Costs 2,000 237,721

Professional fees 2,021,892 622,363

Rent paid 264,490 –

Salaries & Wages 487,853 21,630,900

Telephone & Link charges 738,789 –

Operating profit 5 2,167,580 2,331,691

Finance cost – 2,209


Taxation 6 607,001 701,255

Profit for the year 1,560,579 1,628,227

The supplementary information presented does not form part of the annual financial statements

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(Registration number 2011/007226/07)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016Tax Reference number: 9204/345/18/6

TAX COMPUTATION

2016

R

Net profit per statement of comprehensive income 2,167,580

Adjust for: Temporary differences 673,614

Reversal of Provisions ( 954,421)

Amounts received in advance in the prior year ( 1,644,736)

Allowance for future expenditure (s24C) –

Allowance for future expenditure (s24C) - prior year 1,587,170

Provisions not deductible current year (excl doubtful debt) –

Provision for employee costs 1,685,601

Provision for IT –

Amounts received in advance –

Donations –

Taxable income 2,841,194

Taxation thereon @ 28% 795,614

Tax liability

Amount owing/(prepaid) at the beginning of year -265,539

First provisional payment -211,523

Second provisional payment -445,175

Third provisional payment

Tax owing/(prepaid) for the current year -656,698

Normal tax 795,614

Tax owing/(prepaid) at the end of the year as per financial statements (126,703)

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LARSEN & TOUBRO INFOTECH AUSTRIA GMBH


DIRECTORS’ REPORT

Dear Members,



Particulars EURO

2015-16

Total Income –

Profit/(Loss) before Tax (6,612)

Less: Tax 750

Net Profit/(Loss) after Tax (7,362)

Add: Balance b/f from previous year –

Balance to be carried forward (7,362)

2. STATE OF COMPANY AFFAIRS On March 12, 2015, the “Declaration on the Establishment of the Company”, required as per local laws in Austria, was filed with the authorities.

On June 18, 2016, the Company was incorporated under the laws of Austria. On March 31, 2016, the Company has not commenced its business operations. The losses appearing in the financials pertain to Audit fees.

3. DIVIDEND The Directors do not recommend any dividend for the current year.

4. DETAILS OF DIRECTORS APPOINTED/RESIGNED DURING THE YEAR At the time of incorporation of the entity, Mr. Makarand Deolalkar has been appointed as Sole Director of the Company. Since then, there was

no change in the Directors of the Company.

5. AUDITORS M/s. GT-KMU Wirtschaftsprüfungs und Steuerberatungs GmbH are the auditors of the Company. They have been re-appointed as Statutory

Auditors of the Company for the ensuing financial year.


7. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms:






8. ACKNOWLEDGEMENT Your Directors acknowledge the invaluable support extended by the Government authorities in Austria and take this opportunity to thank


Date: April 18, 2016

For Larsen & Toubro Infotech Austria GmbH

MAKARAND DEOLALKAR Sole Director

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AUDIT REPORT

To the Management Board ofLarsen & Toubro Infotech Austria GmbHVienna

We have completed the audit of the financial statements as of March 31, 2016 of

Larsen & Toubro Infotech Austria GmbH

Vienna,

(referred to as “the Company”)

and provide the results of our audit in the following report:

1. AUDIT CONTRACT AND PERFORMANCE OF THE ENGAGEMENT The Company, represented by the management board, concluded an audit con-tract with us to audit the financial statements as of March 31,

2016, including the accounting system pursuant to Sections 269 ff. UGB.

The Company is small sized corporation pursuant to Section 221 UGB.

The audit is a voluntary audit.

The objective of the audit was to examine compliance with legal requirements.

In performing the audit, we adhered to the legal provisions and the relevant professional standards on performing an audit applicable in Austria. We draw attention to the fact that the audit provides reasonable assurance as to whether the financial statements are free from material misstatement. Absolute assurance cannot be achieved, since the possibility of errors is inherent in each accounting and internal control system and since the audit is based on samples, there is an unavoidable risk that material misstatements in the financial statements are not detected. Areas which are generally covered in special engagements were not included in our scope of work.

We performed the audit in April 2016. The audit was concluded by the date of this report.

Responsible for the proper performance of the engagement is Mr. Dr. MMag. Sascha Berkovec, Austrian Certified Public Accountant.

Our audit is based on the audit contract concluded with the Company, an integral part of which are the General Conditions of Contract for the Public Accounting Professions issued by the Austrian Chamber of Public Accountants and Tax Advisors. These General Conditions of Contract do not only apply between the Company and the auditor, but also towards third parties. Section 275 UGB applies with regard to our responsibility and liability as auditor towards the Company and towards third parties.

2. DISCLOSURE OF AND NOTES ON SIGNIFICANT ITEMS IN THE FINANCIAL STATEMENTS All required disclosures of significant items in the financial statements are included in the attached figures.

3. SUMMARY OF THE RESULTS OF THE AUDIT

3.1. Conclusion on the Compliance of the Accounting and the Financial Statements In performing our audit procedures, we determined the compliance with statutory provisions and generally accepted accounting principles.

As part of our risk and control oriented audit approach, we included in the audit – where we considered it necessary for our audit report – the internal controls in parts of the accounting process.

With regard to the legal compliance of the financial statements, we refer to our comments in the auditor’s report.

3.2. Information Provided All information required was provided by the legal representatives of the company. A letter of representation signed by the legal

representatives has been included in our working papers.

In performing our duties as auditor, we have not determined any facts that might en-danger the audited company’s position as a going concern or adversely affect its future development, nor any facts that would constitute a serious breach of the law or of the Company’s articles of association by the legal representatives or employees. Material weaknesses in the internal control of the accounting process have not come to our attention. The criteria for assuming a reorganization requirement (Section 22 No. 1 URG (Austrian Reorganization Act)) are not met.

4. AUDITOR’S REPORT

Report on the Financial Statements We have audited the accompanying financial statements, including the accounting, of Larsen, & Toubro Infotech Austria GmbH Vienna, for the

fiscal year from June 18, 2015 to March 31, 2016. These financial statements comprise the balance sheet as of March 31, 2016, the income statement for the fiscal year ended March 31, 2016.

Our responsibility and liability as auditor is analogously to Section 275 UGB (liability regulations for the audit of small and medium-sized companies) limited with a total of 2 million Euro towards the Company and towards third parties.

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Management’s Responsibility for the Financial Statements and for the Accounting System The Company’s management is responsible for the accounting and for the preparation and fair presentation of the financial statements in

accordance with Austrian Generally Accepted Accounting Principles. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility and Description of Type and Scope of the Statutory Audit Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with laws

and regulations applicable in Austria and Austrian Standards on Auditing. Those standards require that we comply with professional guidelines and that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

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 Company’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 ex-pressing an opinion on the effectiveness of the Company’s internal control. 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.

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

Opinion Our audit did not give rise to any objections. In our opinion, which is based on the results of our audit, the financial statements comply with

legal requirements and give a true and fair view of the financial position of the Company as of March 31, 2016 and of its financial performance for the fiscal year from June 18, 2015 to March 31, 2016 in accordance with Austrian Generally Accepted Accounting Principles.

Vienna, April 18th, 2016

GT-KMU Wirtschaftsprüfungs- und Steuerberatungs- GmbH

MMag. Dr. Sascha Berkovec Chartered Auditor

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COMPILATION REPORT

We have compiled the following financial statements of Larsen & Toubro Infotech Austria GmbH as of 31.03.2016 – consisting of the balance sheet, the profit and loss statement, and the notes – on the basis of bookkeeping and inventory and the provisions of the applicable accounting and valuation methods.

The receipts, books and inventory evidence presented by you as well as other information provided by you, which we did not check regarding regularity or plausibility in accordance with the engagement, form the basis for the preparation of the financial statements. The bookkeeping and the statement of inventory as well as the financial statements prepared in accordance with the Austrian Commercial Code (UGB) and the additional regulations of the articles of association lie within your responsibility.

We have not performed any audit procedures on the financial statements nor any other kind of assurance services or agreed upon procedures and, as a consequence, we do not provide any assurance on these financial statements.

You are responsible for any exhaustiveness of the documentation and the information provided to us, also towards user of the financial statements compiled by us. In this context we refer to the letter of representation signed by you at our request.

The compilation engagement was carried out considering the Expert Opinion KFS/RL 26 “Principles for the Preparation of Financial Statements”. The General Conditions of Contract for the Public Accounting Professions (AAB), issued by the Austrian Chamber of Public Accountants and Tax Advisors (KWT), as of 21 February 2011 shall apply to this compilation engagement.

The disclosure of the financial statements to third parties may only be provided by adding the full compilation report.

If the financial statements compiled by us are distributed to any third parties, the provisions stipulated in section 8. AAB for the Public Accounting Professions of KWT regarding the liability vis-à-vis third parties shall apply.

LEGAL STATUS

Company: Larsen & Toubro Infotech Austria GmbH

Location of the corporate seat: Österreich

Address: 1010 Wien, Karlsplatz 3/1

Incorporation: 2015-06-18

Financial year: June 18, 2015 - March 31, 2016

Legal form: Gesellschaft mit beschränkter Haftung

TAX STATUS

Tax authority: Finanzamt Wien 1/23

Tax number: 255/7933

Tax representative: Grant Thornton Unitreu GmbH Wirtschaftsprüfungs- und 1200 Wien, Handelskai 92, Gate 2, 7A

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BALANCE SHEET AS OF 2016-03-31

Assets 2016-03-31 EUR

Liabilities and Shareholder´s Equity 2016-03-31 EUR

A. Current Assets A. Capital and Reserves

I. Receivables and other assets I. Stated Capital 5,000.00

1. other receivables and assets 1,038.47 Nominal Capital not added in the commercial register

30,000.00

II. Bank deposits 29,731.63 35,000.00

30,770.10 II. Retained earnings -7,361.90

27,638.10

B. Prepaid expenses and deferred charges 1,800.00 B. Accruals

1. tax accruals 282.00

2. other accruals 2,850.00

3,132.00

C. Liabilities

1. accounts payable 1,800.00

Total assets 32,570.10 Total Liabilities and Shareholder’s Equity 32,570.10

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PROFIT AND LOSS ACCOUNT 2015-06-18 - 2016-03-31

Profit and Loss Account 2015/2016 EUR

1. Other operating expenses

a) taxes, other than on income or on revenue -350.00

b) other

transaction costs -369.54

legal and consulting costs -5,892.36

-6,261.90

-6,611.90

2. Operating result -6,611.90

3. Loss from operating activities -6,611.90

4. Taxes on income -750.00

5. Net income for the year -7,361.90

6. Net loss -7,361.90

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NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING AND VALUATION METHODS The annual financial statements were prepared according to the generally accepted accounting principles as applied in Austria (GAAP) giving

a true and fair view of the Company’s assets, liabilities, financial position and earnings position (Para. 222 section 2 UGB).

In the process of preparing the annual financial statements, the principles of completeness and GAAP were taken into consideration. For purpose of valuation, the company’s ability for going-concern was not doubted.

The principle of single item valuation was applied to assets and liabilities. The principle of prudence was taken into account by reporting only those profits that had been realised as of the balance sheet date. All recognisable risks and imminent losses in the financial year 2015/2016 were taken into account.

Accruals Accruals were stated in consideration of the principle of prudence in the amount of expected occurence.

Liabilities The liabilities were valued according to their repayment amounts considering the principle of prudence.

2. NOTES TO THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT

2.1 Notes to the balance sheet Accounts receivable and other assets Maturity of the receivables was as follows:

Total amount thereof maturity up to 1 year

EUR EUR

other receivables and assets 1,038.47 1,038.47

Trade accounts and notes receivables Trade accounts and notes receivables have an average maturity of 2 months.

Equity capital Nominal capital amounts to EUR 35,000.00.

Balance sheet profit

2015/2016

EUR

Retained earnings -7,361.90

Provisions Other accruals are as follows:

2016-03-31

EUR

Provision for corporation tax 282.00

Other provisions 350.00

Provision for auditor’s fee 2,500.00

3,132.00

Liabilities According to para. 225 section 6 and para. 237 fig 1 lit a and b UGB, maturities of liabilities are als follows:

Total amount thereof maturity up to 1 year

EUR EUR

accounts payable 1,800.00 1,800.00

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NOTES TO THE FINANCIAL STATEMENTS (Contd.)

2.2. Notes to the profit and loss account

Taxes except for income tax Taxes except for income amount to EUR 250.00

Management: Name From

Makarand Ghanashyam Deolalkar 2015-06-18

The income of the Managing Director amount to In the business year 2015/2016 no salary was paid to the Managing Director.

Wien,

MAKARAND DEOLALKAR Managing Director

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Assets 2016-03-31 EUR

A. Current Assets

I. Receivables and other assets

1. other receivables and assets

3520 VAT Receivable 1,038.47

II. Bank deposits

2800 Cash at bank 29,731.63

30,770.10

B. Prepaid expenses and deferred charges

2900 Deferred expense items 1,800.00

Total assets 32,570.10

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Liabilities and Shareholder´s Equity 2016-03-31 EUR

A. Capital and Reserves

I. Stated Capital

9010 Nominal capital 5,000.00

5,000.00

Nominal Capital not added in the commercial register

9120 Nominal capital not added in the commercial register 30,000.00

35,000.00

II. Retained earnings

9371 Net loss for the year -7,361.90

27,638.10

B. Accruals

1. tax accruals

3020 Provision for corporation tax 282.00

2. other accruals

3040 Other provisions 350.00

3051 Provision for auditor’s fee 2500.00

2850.00

3,132.00

C. Liabilities

1. accounts payable

3300 Trade liabilities domestic 1,800.00

Total Liabilities and Shareholder’s Equity 32,570.10

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PROFIT AND LOSS ACCOUNT 2015-06-18 - 2016-03-31

Profit and Loss Account 2015/2016 EUR

1. Other operating expenses

a) taxes, other than on income or on revenue

7130 Company tax -350.00

b) other

transaction costs

7790 Fees for monetary transactions -369.54

legal and consulting costs

7750 Legal and consulting expenses -4,392.36

7758 Auditing expenses -1,500.00

-5,892.36

-6,261.90

-6,611.90

2. Operating result -6,611.90

3. Loss from operating activities -6,611.90

4. Taxes on income

8500 Corporation tax -750.00

5. Net income for the year -7,361.90

6. Net loss -7,361.90

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STATEMENT OF FINANCIAL POSITION AS AT MARCH 31, 2016

Particulars As at March 31, 2016

Eur

EQUITY AND LIABILITIES

Share capital 5,000

Share capital not added in the commercial register 30,000

Reserves and surplus (7,362)

27,638

Other Liabilites 2,850

Provision for Tax 282

Trade liabilities domestic 1,800

TOTAL EQUITY AND LIABILITIES 32,570

ASSETS

Cash and Cash Balances 29,732

Other current assets 2,838

TOTAL ASSETS 32,570

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INCOME STATEMENT FOR THE PERIOD JUNE 18, 2015 TO MARCH 31, 2016

Particulars June 18, 2015 to March 31, 2016

Eur

INCOME:

Revenue from operations –

Other income –

Total income –

EXPENSES:

Employee benefit expenses –

Operating expenses

- Company Tax 350

- Professional Fees 4,392

- Audit Fees 1,500

- Bank Charges 370

6,612

Profit before extraordinary items and tax (6,612)

Profit from continuing operations before tax (6,612)

Extraordinary item –

Profit from continuing operations before tax (6,612)

Tax expense for continuing operations

Current tax 750

Deferred tax –

750

Profit from continuing operations after tax (7,362)

Profit from discontinued operations before tax –

Tax expense for discontinuing operations –

Profit from discontinued operations after tax –

Net profit after tax (7,362)

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L&T INFORMATION TECHNOLOGY SPAIN SL

L&T INFORMATION TECHNOLOGY SPAIN, S.L.

DIRECTORS’ REPORT

Dear Members,



Particulars EURO

2015-16

Total Income –

Profit / (Loss) before Tax (12,812)

Add: Deferred Tax Credit 3,203

Net Profit / (Loss) after Tax (9,609)

Add: Balance b/f from previous year –

Balance to be carried forward (9,609)

2. STATE OF COMPANY AFFAIRS On December 23, 2015, the Company was granted “Public deed” of Commencement and on February 1, 2016, the Company was incorporated

under the laws of Spain. Activities related to commencement of business operations are underway and till the end of financial year on March 31, 2016 the Company did not commence its business operations. The losses appearing in the Financial Statements pertain to Audit fees and Incorporation expenses.

3. DIVIDEND The Directors do not recommend any dividend for the current year.

4. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR At the time of incorporation of the entity, Mr. Makarand Deolalkar has been appointed as Sole Director of the Company. Since then, there was

no change in the Directors & Key Managerial Personnel of the Company.

5. AUDITORS M/s. LUQUEVELASCO Auditors S.L. are the auditors of the Company. They have been re-appointed as Statutory Auditors of the Company for

the ensuing financial year.


7. DIRECTORS’ RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating



c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the local statutes for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;



8. ACKNOWLEDGEMENT Your Directors acknowledge the invaluable support extended by the Government authorities in Spain and take this opportunity to thank them

as well as the customers, employees, Financial Institutions, Banks and all the various stakeholders for their continued co-operation and support to the Company.

Date: April 21, 2016 For L&T Information Technology Spain SL

MAKARAND DEOLALKAR Director

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TO THE MEMBER OF L&T INFORMATION TECHNOLOGY SPAIN, S.L.

Report on the Financial StatementsWe have audited the accompanying financial statements of L&T INFORMATION TECHNOLOGY SPAIN, S.L., which comprise the statement of financial position as at March 31, 2016, the statement of comprehensive income, statement of changes in equity and a summary of significant accounting policies and other explanatory information.

Sole administrator Responsibility for the Financial StatementsSole administrator is responsible for the preparation and fair presentation of these financial statements in accordance with Spanish General Accounting Plan, identified on the note 2 from the summary and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Spanish Audit Law. 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.



OpinionIn our opinion, the financial statements present fairly, in all material respects, the financial position of L&T INFORMATION TECHNOLOGY SPAIN, S.L. as at March 31, 2016, and its financial performance for the year then ended in accordance with Spanish General Accounting Plan.

Madrid, April 21, 2016

LUQUEVELASCO auditores Nº ROAC: S1144

PABLO LUQUE TORRECILLAS Socio

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GENERAL INFORMATION IDA

COMPANY IDENTIFICATION

Legal Form S.A. (Joint Stock Company) 01011 SL 01012

NIF (National Tax Identification No.) 01010 B87472072 Others 01013

Business Name 01020 L&T INFORMATION TECHNOLOGY SPAIN, S.L.

Business Address 01022 CL JOSE ABASCAL 56,2

City 01023 MADRID Province 01025 MADRID

Postal Code 01024 28003 Telephone 01031

ACTIVITYPrincipal Activity 02009 Other Services related to Information Technology, to oursourcing support & to all other IT Services (1)

CNAE (Clasificación Nacional de Actividades Económicas) [National Classification of Economic Activities]

Code 02001 6209 (1)

SALARIED PERSONNELa) Average number of persons employed in the course of the financial year, by contract type and employment with disability:

FINANCIAL YEAR 2015 (2) FINANCIAL YEAR 2014 (3)

PERMANENT (4) 04001 0 0

TEMPORARY (5) 04002 0 0

Of which: Persons employed with major disability greater than or equal to 33% (or local equivalent definition):

04010

b) Salaried personnel at end of financial year by type of contract and by sex


MEN WOMEN MEN WOMEN

PERMANENT (4) 04120 0 04121 0 0 0

TEMPORARY (5) 04122 04123

PRESENTATION OF FINANCIAL STATEMENTS


YEAR MONTH DAY YEAR MONTH DAY

Start date referred to in the financial statements: 01102 2015 12 23

End date referred to in the financial statements: 01101 2016 3 31

Number of pages submitted in the filing: 01901

If no numbers are entered in any financial years, indicate the reason:

01903

(1) Based on the classes (four digits) of the 2009 National Classification of Economic Activities (CNAE 2009), approved by Royal Degree 475/2007, of 13 April (BOE [Official Bulletin of Spain] of 28/4/2007).

(2) Financial year referred to in the annual financial statements.

(3) Prior financial year.

(4) In order to calculate the average number of permanent personnel, take into account the following rules:

a) If there have been no significant movements of the labour force in the year, indicate here one-half of the sum of the permanent personnel at the beginning and the end of the financial year.

b) If there have been movements, calculate the total labour force in each month of the year and divide it by twelve.

c) If there was temporary regulation of employment or daily wages, the personnel affected by it must be included as permanent personnel, but only in the proportion which corresponds to the fraction of the year or work day actually worked.

(5) You may calculate the temporary personnel by adding the total weeks that your temporary employees worked and dividing by 52 weeks. You may also do this operation (equivalent to the operation above): no. of persons contracted x average no. of weeks worked / 52

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“SMALL COMPANIES” BALANCE SHEET BA1

NIF: B87472072

Space for signatures of administrators : Makarand Deolalkar - Director

UNIT (1)

Euros: 09001BUSINESS NAME


ASSETSNOTES IN ANNUAL REPORT


A) NON-CURRENT ASSETS ..................................................... 11000 3.202,99

I. Intangible Fixed Assets......................................................... 11100

II. Tangible Fixed Assets .......................................................... 11200

III. Real Estate Investments ..................................................... 11300

IV. Long-term investments in companies in the group and associated companies ........................................................

11400

V. Long-Term Financial Investments ........................................ 11500

VI. Deferred Tax Assets ............................................................ 11600 3.202,99

VII. Non-Current Trade Accounts Receivable ......................... 11700

B) CURRENT ASSETS .............................................................. 12000 51.850,51

I. Non-Current Assets maintained for sale.............................. 12100

II. Inventories ....................................................................... 12200

III. Trade Accounts Receivable and Other Receivables 12300 1.850,51

1. Clients through sales and service provided ............................ 12380

a) Long-Term Clients through Sales and Services Provided....... 12381

b) Short-Term Clients through Sales and Services Provided ...... 12382

2. Shareholders (partners) for Disbursements Due .................... 12370

3. Other Receivables .................................................................... 12390 1.850,51

IV. Short-term investments in companies in the group and associated companies .................................................

12400

V. Short-Term Financial Investments ....................................... 12500

VI. Short-Term Accruals ........................................................... 12600

VII. Cash and Other Equivalent Liquid Assets ........................ 12700 50.000,00

TOTAL ASSETS (A + B) ........................................................... 10000 55.053,50

1) Mark the corresponding boxes, depending on whether the numbers are stated in units, thousands or millions of euros. All the documents which make up the annual financial statements must be prepared in the same unit.

2) Financial year referred to in the annual financial statements.

3) Prior financial year.

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“SMALL COMPANIES” BALANCE SHEET BA2.1

NIF: B87472072


BUSINESS NAME


NET WORTH AND LIABILITIESNOTES IN ANNUAL REPORT


A) NET WORTH ....................................................................... 20000 40.391,05

A-1) Equity .............................................................................. 21000 40.391,05

I. Share Capital ....................................................................... 21100 50.000,00

1. Authorised Capital.................................................................. 21110 50.000,00

2. (Uncalled Capital) .................................................................. 21120

II. Issue Premium ................................................................... 21200

III. Reserves ............................................................................ 21300

IV. (Own shares and equity stakes) ....................................... 21400

V. Results from prior fiscal years........................................... 21500

VI. Other shareholder contributions ...................................... 21600

VII. Result of the financial year .............................................. 21700 -9.608,95

VIII. (Interim Dividend) ........................................................... 21800

IX. Other net worth instruments ............................................ 21900

A-2) Adjustments due to changes in value ........................... 22000

A-3) Subsidies, contributions and inheritances received .... 23000

B) NON-CURRENT LIABILITIES ............................................ 31000

I. Long-Term Provisions ......................................................... 31100

II. Long-Term Debts ................................................................ 31200

1. Debts with credit institutions .................................................. 31220

2. Finance Lease Liabilities ........................................................ 31230

3. Other Long-Term Debts.......................................................... 31290

III. Long-term debts with companies in the group and associated companies ......................................................

31300

IV. Deferred Tax Liabilities ...................................................... 31400

V. Long-Term Accruals ............................................................ 31500

VI. Non-Current Trade Accounts Payable ............................. 31600

VII. Long-Term Debt with Special Characteristics ... 31700



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“SMALL COMPANIES” BALANCE SHEET BA2.2

NIF: B87472072


BUSINESS NAME


NET WORTH AND LIABILITIESNOTES IN ANNUAL REPORT


C) CURRENT LIABILITIES ..................................................... 32000 14.662,45

I. Liabilities connected with non-current assets maintained for sale...........................................................

32100

II. Short-Term Provisions ...................................................... 32200

III. Short-Term Debts.............................................................. 32300 –

1. Debts with credit institutions................................................ 32320

2. Finance Lease Liabilities ...................................................... 32330

3. Other Short-Term Debts ....................................................... 32390 –

IV. Short-term debts with companies in the group and associated companies .....................................................

32400

V. Trade accounts payable and other accounts payable.... 32500 14.662,45

1. Suppliers ....................................................................... 32580

a) Long-Term Suppliers............................................................ 32581

b) Short-Term Suppliers ........................................................... 32582

2. Other Payables .................................................................... 32590 14.662,45

VI. Short-Term Accruals ......................................................... 32600

VII. Short-Term Debt with Special Characteristics ................ 32700

TOTAL NET WORTH AND LIABILITIES (A + B + C) 30000 55.053,50



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“SMALL COMPANIES” PROFIT AND LOSS STATEMENT PER YEAR

NIF: B87472072


BUSINESS NAME


(DEBIT) / CREDITNOTES IN ANNUAL REPORT


1. Net amount of total revenue .................................................. 40100

2. Change in inventories of finished goods and work in progress ..................................................................................

40200

3. Work performed by the company on its assets .................... 40300

4. Procurements ......................................................................... 40400

5. Other operating income ......................................................... 40500

6. Personnel expenses ............................................................... 40600

7. Other operating expenses ..................................................... 40700 -12.811,94

8. Amortization of fixed assets .................................................. 40800

9. Allocation of non-financial fixed asset subsidies and others ..................................................................................

40900

10. Surplus allowances .............................................................. 41000

11. Impairment and results of fixed asset disposals ................ 41100

12. Negative goodwill of business combinations ..................... 41200

13. Other results ......................................................................... 41300

A) OPERATING RESULTS (1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 +12 +13)

49100 -12.811,94

14. Financial Income .................................................................. 41400

a) Application of subsidies, donations and financial bequests ...... 41430

b) Other Financial Income .............................................................. 41490

15. Financial Expenses .............................................................. 41500

16. Variation in the fair value of financial instruments ............. 41600

17. Exchange Differences .......................................................... 41700

18. Impairment and result from the disposal of financial instruments ...........................................................................

41800

19. Other financial income and expenses ................................. 42100

a) Capitalization of finance costs .................................................... 42110

b) Financial income derived from agreements with creditors ........ 42120

c) Remaining income and expenses .............................................. 42130

B) FINANCIAL RESULTS (14 + 15 + 16 + 17 + 18 + 19) 49200

C) INCOME BEFORE TAXES (A + B) ........................................ 49300 -12.811,94

20. Tax on Profits ........................................................................ 41900 3.202,99

D) FINANCIAL YEAR RESULTS (C + 20) .................................. 49500 -9.608,95



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STATEMENT OF CHANGES IN NET WORTH PNA2.1

B) TOTAL STATEMENT OF CHANGES IN NET WORTH

NIF: B87472072


BUSINESS NAME


SHARE CAPITAL ISSUE PREMIUMAUTHORISED (UNCALLED)

01 02 03

A) BALANCE, END OF FINANCIAL YEAR 2013 (1) ................................................................... 511

I. Adjustments for rule changes in financial year 2013 (1) and prior financial years ............. 512

II. Adjustments due to errors in financial year 2013 (1) and prior financial years ................. 513

B) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2014 (2) .................................. 514

I. Total recognised income and expenses ................................................................................ 515

II. Operations with shareholders or owners ............................................................................. 516

1. Increases of capital ...................................................................................................................... 517

2. (–) Reductions of capital .............................................................................................................. 518

3. Other operations with shareholders or owners ........................................................................... 526

III. Other changes in NET WORTH ............................................................................................ 524

C) BALANCE, END OF FINANCIAL YEAR 2014 (2) .................................................................. 511

I. Adjustments for rule changes in financial year 2014 (2) ...................................................... 512

II. Adjustments due to errors in financial year 2014 (2) ........................................................... 513

D) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2015 (3) .................................. 514

I. Total recognised income and expenses ................................................................................ 515

II. Operations with shareholders or owners ............................................................................. 516 50.000,00

1. Increases of capital ...................................................................................................................... 517 50.000,00

2. (–) Reductions of capital .............................................................................................................. 518

3. Other operations with shareholders or owners ........................................................................... 526

III. Other changes in NET WORTH ............................................................................................ 524

E) BALANCE, END OF FINANCIAL YEAR 2015 (3) ................................................................... 525 50.000,00

1) Financial Year N-2.

2) Previous financial year to that which the annual financial statements refer to (N-1).

3) Financial year referred to in the annual financial statements (N).

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BUSINESS NAME


RESERVES(SHARES AND PARTICIPATIONS IN

EQUITY ASSETS)RESULTS FROM PRIOR

FINANCIAL YEARS

04 05 06

A) BALANCE, END OF FINANCIAL YEAR _2013 (1) ................ 511

I. Adjustments for rule changes in financial year 2013 (1) and prior financial years ........................................................

512

II. Adjustments due to errors in financial year 2013 ...(1) and prior financial years ..............................................................

513

B) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2014 (2)......................................................................

514

I. Total recognised income and expenses ............................... 515

II. Operations with shareholders or owners ............................ 516

1. Increases of capital ................................................................... 517

2. (–) Reductions of capital ........................................................... 518

3. Other operations with shareholders or owners ........................ 526

III. Other changes in Net Worth ................................................ 524

C) BALANCE, END OF FINANCIAL YEAR 2014 (2) ................. 511

I. Adjustments for rule changes in financial year 2014 (2) ..... 512

II. Adjustments due to errors in financial year 2014 (2) .......... 513

D) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2015 (3)......................................................................

514

I. Total recognised income and expenses ............................... 515

II. Operations with shareholders or owners ............................ 516

1. Increases of capital ................................................................... 517

2. (–) Reductions of capital ........................................................... 518

3. Other operations with shareholders or owners ........................ 526

III. Other changes in Net Worth ................................................ 524

E) BALANCE, END OF FINANCIAL YEAR 2015 (3) .................. 525

1) Financial year N-2.



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OTHER CONTRIBUTIONS

FROM SHAREHOLDERS

RESULTS FOR THE FINANCIAL YEAR (INTERIM DIVIDEND)

07 08 09

A) BALANCE, END OF FINANCIAL YEAR 2013 (1) ...................... 511

I. Adjustments for rule changes in financial year 2013 (1) and prior financial years ...................................................................

512

II. Adjustments due to errors in financial year 2013 (1) and prior financial years ..................................................................

513

B) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2014 (2) ...........................................................................

514

I. Total recognised income and expenses ................................... 515

II. Operations with shareholders or owners ................................ 516

1. Increases of capital ........................................................................ 517

2. (–) Reductions of capital ................................................................ 518

3. Other operations with shareholders or owners ............................. 526

III. Other changes in Net Worth .................................................... 524

C) BALANCE, END OF FINANCIAL YEAR 2014 (2) ..................... 511

I. Adjustments for rule changes in financial year 2014 (2) ......... 512

II. Adjustments due to errors in financial year 2014 (2) .............. 513

D) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2015 (3) ...........................................................................

514

I. Total recognised income and expenses ................................... 515 -9.608,95

II. Operations with shareholders or owners ................................ 516

1. Increases of capital ........................................................................ 517

2. (–) Reductions of capital ................................................................ 518

3. Other operations with shareholders or owners ............................. 526

III. Other changes in Net Worth .................................................... 524

E) BALANCE, END OF FINANCIAL YEAR 2015 (3) ...................... 525 -9.608,95




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NIF: B87472072


BUSINESS NAME


OTHER NET WORTH

INSTRUMENTS

ADJUSTMENTS DUE TO CHANGES IN VALUE

SUBSIDIES, CONTRIBUTIONS

AND INHERITANCES RECEIVED

10 11 12

A) BALANCE, END OF FINANCIAL YEAR 2013 (1) . 511

I. Adjustments for rule changes in financial year 2013 (1) and prior financial years ........................

512

II. Adjustments due to errors in financial year 2013 (2) and prior financial years .......................

513

B) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2014 (2) ..................................

514

I. Total recognised income and expenses .............. 515

II. Operations with shareholders or owners ........... 516

1. Increases of capital .................................................. 517

2. (–) Reductions of capital .......................................... 518

3. Other operations with shareholders or owners ....... 526

III. Other changes in Net Worth ............................... 524

C) BALANCE, END OF FINANCIAL YEAR 2014 (2) 511

I. Adjustments for rule changes in financial year 2014 (2) ..........................................................

512

II. Adjustments due to errors in financial year 2014 (2) ......................................................... 513

D) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2015 (3) ..................................

514

I. Total recognised income and expenses .............. 515

II. Operations with shareholders or owners ........... 516

1. Increases of capital .................................................. 517

2. (–) Reductions of capital .......................................... 518

3. Other operations with shareholders or owners ....... 526

III. Other changes in Net Worth ............................... 524

E) BALANCE, END OF FINANCIAL YEAR 2015 (3) . 525




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BUSINESS NAME


TOTAL

13

A) BALANCE, END OF FINANCIAL YEAR 2012 (1) ..................... 511

I. Adjustments for rule changes in financial year 2012 (1) and prior financial years ..................................................................

512

II. Adjustments due to errors in financial year 2012 (1) and prior financial years ..........................................................................

513

B) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2014 (2) .........................................................................

514

I. Total recognised income and expenses .................................. 515

II. Operations with shareholders or owners ............................... 516

1. Increases of capital ...................................................................... 517

2. (–) Reductions of capital .............................................................. 518

3. Other operations with shareholders or owners ........................... 526

III. Other changes in Net Worth ................................................... 524

C) BALANCE, END OF FINANCIAL YEAR 2014 (2) .................... 511

I. Adjustments for rule changes in financial year 2014 (2) ........ 512

II. Adjustments due to errors in financial year 2014 (3) ............. 513

D) ADJUSTED BALANCE, BEGINNING OF FINANCIAL YEAR 2015 (3) ..........................................................................

514

I. Total recognised income and expenses .................................. 515 -9.608,95

II. Operations with shareholders or owners .............................. 516 50.000,00

1. Increases of capital ...................................................................... 517 50.000,00

2. (–) Reductions of capital .............................................................. 518

3. Other operations with shareholders or owners ........................... 526

III. Other changes in Net Worth ................................................... 524

E) BALANCE, END OF FINANCIAL YEAR 2015 (3) ..................... 525 40.391,05




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NOTES TO THE ACCOUNTS

Translation of a report and accounts originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (see note 16).

In the event of a discrepancy, the Spanish-language version prevails

Company: L&T INFORMATION TECHNOLOGY SPAIN, S.L. Period: 2015-2016

CIF: B87472072

1. ACTIVITY OF THE COMPANY

1.1. The details of the Company are as follows: VAT number: B87472072

Company Name: L&T INFORMATION TECHNOLOGY SPAIN, S.L.

Address: CL JOSE ABASCAL 56, 2

Post Code: 28003

City: MADRID

Region: MADRID

1.2. The company’s social object and main activities are defined as follows:

Corporate Purpose The corporate purpose of the company is the provision of services for information technology and outsourcing service delivery on everything

related to new technologies.

All those activities for which the law requires special requirements that does not meet the Company are excluded. If the laws demand it for the exercise of any of the activities a professional qualification, authorization or registration in special registers, shall be exercised by the person holding that title or may not be initiated until have been met administrative requirements.

2. BASIS OF PRESENTATION OF THE ANNUAL ACCOUNTS

2.1. True and fair view: a) The annual accounts, show a true and fair view of the shareholders’ funds, of the financial situation, of the results and the changes in net

equity during the year. They will be subject to the approval of the Shareholders’ Meeting which will most probably approve them without any amendment.

b) There are no reasons why the Company would have not fulfil all legal accounting requirements so to show the true and fair view.

c) The application of the legal requirements is enough to show the true and fair view so no additional disclosures are necessary to be included in the Notes to the Accounts.

d) These Annual Accounts have been prepared under the going concern principle.

2.2. Non obligatory accounting principles applied: No Spanish non-obligatory accounting standards have been applied. The annual accounts have been prepared in accordance with Spanish

obligatory accounting standards. No Spanish accounting standard, which could have a significant impact, has been omitted.

2.3. Critical aspects for valuations and estimates of uncertainty: a) There are no changes in any accounting estimate that are significant and could affect the current year or future years.

b) The company is not aware of uncertainties that may bring doubts about the possibility of the company to continue operating normally.

2.4. Comparison of information: The period closed on 31st March 2016 is the first year of activity of the Company so there are no comparative figures.

2.5. Items reflected in two or more classifications No items have been observed as being registered in two or more balance sheet classifications.

2.6. Changes in accounting policies This is the first year of activity of the Company so there has not been any changes in accounting policies.

2.7. Correction of errors When the attached annual accounts were prepared no significant errors were detected.

2.8. Going concern There are no uncertainties with respect to the normal activity of the Company which could imply a breach of the going concern principle.

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3. DISTRIBUTION OF THE RESULT

3.1. The proposed distribution of the result is as follows:

DISTRIBUTION BASE Current period Previous period

Result from P&L account 91000 -12.811,94 0,00

Remnant 91001 0,00 0,00

Voluntary Reserves 91002 0,00 0,00

Other reserves 91003 0,00 0,00

TOTAL DISTRIBUTION BASE 91004 -12.811,94 0,00

APPLICATION Current Period Previous Period

Legal reserve 91005 0,00 0,00

Especial reserve 91007 0,00 0,00

Voluntary reserve 91008 0,00 0,00

Dividends 91009 0,00 0,00

Carried forward losses 91010 -12.811,94 0,00

Remnant and other applications 91011 0,00 0,00

TOTAL DISTRIBUTION BASE 91012 -12.811,94 0,00

3.2. Distribution of dividends on account No dividends on account can be distributed as the result for the period has been a loss.

4. ACCOUNTING AND VALUATION POLICIESThe main accounting and valuation policies used to prepare the annual accounts are as follows:

4.1. Financial instruments a) The company has acknowledged a financial instrument on its balance sheet when it has become a part of the contract or legal business

in accordance with the provisions of the same. Instruments of equity of other companies or contractual rights to receive cash or another financial asset have been considered as financial assets consist of cash. Contractual rights to exchange assets or financial liabilities with others in potentially favourable conditions have also been.

For valuation purposes, the financial assets of the Company are classified as follows:

- Financial assets at amortized cost: this category of financial assets includes on the one hand, trade receivables, arising from the sale of goods and provision of services for trade operations of the company, and on the other hand, other financial assets not being equity instruments or derivatives, they have no commercial origin and their charges are fixed or determinable amount. Financial assets included in this category are initially valued at cost, which equals the fair value of the consideration paid plus transaction costs.

b) The financial instruments are classified as financial liabilities, when they have been for the company an obligation contractual, direct or indirect, to deliver cash or another financial asset, or of exchanging assets or financial liabilities with others in potentially unfavourable conditions, or that gives the holder the right to demand from the issuer their rescue on a date and for a specified amount.

The financial liabilities, for the purposes of its assessment, been classified in the following categories:

- Financial liabilities at amortized cost: they have been included as such, the amounts owed by commercial operations, which originated in the purchase of goods and services by the company trafficking operations, and debits by non-commercial operations, which not being derivative instruments, do not have sales origin. These financial liabilities have been valued initially at value reasonable, and subsequently, at their amortized cost.

4.2. Corporation Tax In general, it recognized a deferred tax liability for all taxable temporary differences, unless these have arisen from the initial recognition of

goodwill, the initial recognition of an asset or liability in a transaction that is not a combination of business and also affects neither the accounting profit nor taxable income or investments in subsidiaries, associates and joint always business and when the investor has been able to control the timing of the reversal of the difference and also have been likely that such difference will not reverse in the foreseeable future.

Deferred tax assets, in accordance with the principle of prudence, have been recognized as such in so far as it has been likely that the company has disposed of future taxable profits that allow the application of these assets. If the above condition is met, generally it has been considered a deferred tax asset if: there have been deductible temporary differences, rights to offset in subsequent years, tax losses and deductions and other tax benefits not used that have been pending fiscally apply.

NOTES TO THE ACCOUNTS (Contd.)

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Assets and deferred tax liabilities are valued as the expected rates of tax at the time of reversal, as the legislation has been in force or approved and pending publication at the close of the year, and according to the form that is planned rationally recover or settle the asset or liability.

4.3. Income and expenses Revenue is recognized as a result of an increase in the resources of the company, and where the amount has been reliably determined.

Expenses have been recognized as a result of dwindling resources of the company, and where the amount has also been able to assess or estimate reliably.

Revenues from services are recognized when the outcome of the transaction can be estimated reliably, considering the percentage of completion at the year-end date. Only been posted income from the provision of services with the following conditions: when the amount of revenue has been reliably measured, provided the company receives profits or income from the transaction, and this transaction has been valued at close exercise reliably, and finally when the costs incurred in the transaction and the remaining to be incurred have been measured reliably.

4.4. Provisions and contingencies The company has recognized as provisions liabilities that fulfil the definition and criteria for accounting records contained in the conceptual

framework of accounting, have been indeterminate with respect to their amount or the date they will be cancelled. Provisions have been determined by a legal, contractual provision or for an obligation implied or tacit.

Provisions have been valued at the date of closure of the exercise by the present value of the best possible estimate of the amount needed to cancel or transfer to a third party the obligation, registering settings that have emerged for the update of the provision as a financial expense as they have been earning. In the case of provisions with maturity exceeding the year not carried out any type of discount.

5. TANGIBLE AND INTANGIBLE ASSETS AND REAL ESTATE INVESTMENTS

5.1. Changes in tangible, intangible Assets and Real Estate investments No tangible or intangible assets have been registered in the Company during the financial year 2015-2016.

6. FINANCIAL ASSETS

6.1. Changes in Financial assets The movements in each category of financial assets following the accounting and valuation policies established in point 4 above (except for

investments in group companies) can be summarized in the following table:

a) Long Term financial assets except for investment in equity of group and associated entities: no long term financial assets have been registered.

b) Short Term financial assets except for investment in equity of group and associated entities:

CATEGORIES

Current Period

Equity Instruments

Debt based instruments

Derivatives and other

TOTAL

1 2 3 4

CAT

EGO

RIES Financial Assets held for trading 9316 0,00 0,00 0,00 0,00

Financial Assets held to maturity 9317 0,00 0,00 0,00 0,00

Financial Assets at amortized cost 9318 0,00 0,00 1.850,51 1.850,51

TOTAL 9315 0,00 0,00 1.850,51 1.850,51

Financial Assets at amortized cost correspond to the Tax Authorities debtor balance due to VAT.

7. FINANCIAL LIABILITIES

7.1. Changes in Financial Liabilities. The movements in each of the financial liabilities categories following the accounting and valuation policies described in point 4 of these Notes

to the Annual Accounts are summarized as follows:

a) Long Term financial liabilities: no long term financial liabilities have been registered.


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b) Short Term financial liabilities

CATEGORIES

Current Period

Bank Borrowings

Debentures & other

negotiable debts

Derivatives and others

Total

1 2 3 4

CATE

GORI

ES Financial liabilities at amortized cost 9414 0,00 0,00 14.662,45 14.662,45

Financial liabilities held for trading 9415 0,00 0,00 0,00 0,00

TOTAL 9413 0,00 0,00 14.662,45 14.662,45

Financial liabilities at amortized cost correspond to the amounts pending to be paid to suppliers (10.662,45€) and a provision for invoices pending to be received (4.000€)

8. NET EQUITY AND SHAREHOLDERS’ FUNDS

8.1 Share Capital At the closing of period 2015-2016 the share capital of the Company amounts to 50.000€ divided in 50.000 shares of 1 Euro face value each.

They are correlative numbered from 1 to 50.000 both included; all the shares are fully subscribed and paid.

The sole shareholder at the closing of the period is the Company Larsen and Toubro Infotech Limited.

8.2 Legal Reserve According to the Companies Act Capital, a figure must be equal to 10% of annual profits to the legal reserve until it reaches at least 20% of

the share capital. The legal reserve can be used to increase capital in the part of the balance exceeding 10% of the increased capital. Except as mentioned above, while not exceeding 20% of capital, it can only be used to offset losses, provided that sufficient other reserves available for this purpose.

9. TAX SITUATION

9.1 Corporation Tax: a) No adjustments have been registered in the calculation of Corporation tax for the period 2015-2016, so the taxable base correspond to

the books result.

A deferred tax asset amounting to 3.202,99€ has been registered.

9.2 Other balances with Public Administrations The information related to the balances with Public Administrations at the closing dates are as follows:

Tax Debit Balance Credit Balance

Corporate Income Tax 1.850,51

Deferred Tax Assets 3.202,99

TOTAL 5.053,50

10. INCOME AND EXPENSES The movements during the current and previous periods in the income and expenses accounts are summarised below:

Detail of the profit and loss account Current period Previous period

1. Goods Consumption 95000 0,00 0,00

a) Purchases from which: 95001 0,00 0,00

- local 95002 0,00 0,00

- Intra EU 95003 0,00 0,00

- imports 95004 0,00 0,00

b) Stock variation 95005 0,00 0,00


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Detail of the profit and loss account Current period Previous period

2. Raw materials consumption 95006 0,00 0,00

a) Purchases from which: 95007 0,00 0,00

- local 95008 0,00 0,00

- Intra EU 95009 0,00 0,00

- imports 95010 0,00 0,00

b) Stock variation 95011 0,00 0,00

3. Other operative expenses 95016 12.811,94 0,00

a) Losses and impairments corresponding to trade 95017 0,00 0,00

b) Other expenses 95018 12.811,94 0,00

4. Sales and rendering of services 95019 0,00 0,00

5. Other results 95020 0,00 0,00

11. OPERATIONS WITH RELATED PARTIES No operations with related parties have taken place during the period.

No remuneration has been accrued to the Sole Director. No other obligations towards the Sole Director have been accrued.

In compliance with articles 229 of Spanish Corporate Law, passed and approved under Royal Legislative Decree1/2010 on 2 July, 2010, the Company makes full disclosure of the information it has received regarding the direct or indirect holdings of members of the Board of Directors of the controlling company in other companies whose stated activities are related or similar to those of the stated purpose of the Controlling Company or Group. The following list includes names, positions held and name of company: no information to be disclosed.

12. OTHER INFORMATION The Company did not have any employees during the period 2015-2016.

13. ENVIRONMENTAL AND GREEN HOUSE GAS EMISSIONS RIGHTS INFORMATION The Company does not have any responsibilities, expenses, assets nor provisions of environmental nature which could be significant in

relation to equity, financial situation and results of the Company. The Board of Directors consider that there are no contingencies related to the protection and improvement of the environment.

14. Information related to the deferral of payments to suppliers. Third additional provision of Act 15/2010 of July 5th “Duty of Disclosure of information”

In compliance with the provisions of Law 15/2010 of combating late payment to suppliers, developed by the ICAC, it is reported commercial operations, the legal maximum payment period is, in each case corresponding to depending on the nature of the good or service received by the company in accordance with the provisions of the law 3/2004 of 29 December, establishing measures to combat late payment in commercial transactions, and amended by law 15/2010 of 6 July.

The following breakdown informs about:

- The total amount of the payments made to suppliers during the period, detailing those exceeding the legal limits.

- Amount of the balances pending payment to suppliers which at the end of the period are over the legal limits for deferral of payments.

Payments made and outstanding at the closing date of the period

Current Current

Amount Amount Amount %

1 2 19 29

Within the legal limit 0,00 0,00 0,00 0,00

Rest 0,00 0,00 0,00 0,00

TOTAL PAYMENTS FOR THE PERIOD 0,00 0,00 0,00 0,00

Deferrals at the closing date over the legal limits. 0,00 0,00 0,00 0,00

There are no outstanding payments over the legal limits.


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15. POST BALANCE SHEET EVENTS The Board of Directors do not consider that any events have taken place in the period comprise between the drawing up of these Annual

Accounts and their approval, which could affect them significantly.

16. ADDITIONAL EXPLANATION REGARDING THE ENGLISH TRANSLATION These annual accounts are presented in accordance with accounting principles generally accepted in Spain, which may not conform to

generally accepted accounting principles in other countries

17. SIGNATURES In Madrid, as at 20/04/2016,

Mr. GHANASHYAM DEOLALKAR, MAKARAND

Id number:

Signing as: Sole Director


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LARSEN & TOUBRO INFOTECH LLC

DIRECTORS’ REPORT

Dear Members,



Particulars USD*

2015-16 2014-15

Total Income 2,055,843 2,584,486

Profit/(Loss) before Tax 97,256 123,070

Less : Tax – –

Net Profit/(Loss) after Tax 97,256 123,070



Note: *United States Dollars

2. STATE OF COMPANY AFFAIRS The total income for the financial year under review was USD 2.06 Mn as against USD 2.58 Mn for the previous financial year. The profit after

tax was USD 0.097 Mn for the financial year under review as against USD 0.12 Mn for the previous financial year.

3. DIVIDEND In order to conserve the resources for future business growth, the Directors do not recommend any dividend for the current year.

4. DETAILS OF DIRECTORS APPOINTED/RESIGNED DURING THE YEAR During the year under review there was no change in the Directors of the Company.

5. AUDITORS M/s. Ramesh Sarva, C.P.A, P.C. are the auditors of the Company. They have been re-appointed as Statutory Auditors of the Company for the

ensuing financial year.


7. DIRECTORS’ RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms that:






8. ACKNOWLEDGEMENT Your Directors acknowledge the invaluable support extended by the Government authorities in USA and take this opportunity to thank them as

well as the customers, employees, Financial Institutions, Banks and all the various stakeholders for their continued co-operation and support to the Company.

Date: April 14, 2016 For and on behalf of the Board

SUNIL PANDE Director

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RAMESH SARVA, C.P.A., P.C.

CERTIFIED PUBLIC ACCOUNTANTS

RAMESH SARVA, C.P.A. 109–17 72nd ROAD FOREST HILLS, N.Y. 11375 TEL (718) 268 – 6906 FAX (718) 575 – 3375

April 14, 2016

Larsen & Toubro Infotech, LLC,2035 Lincoln Hwy, #3000Edison NJ 08817

Gentlemen:

We audited the accompanying Balance Sheet of Larsen & Toubro Infotech, LLC as of March 31, 2016 and the related statements of Income, Retained Earnings and Cash Flows for the twelve months ended March 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement preparation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Larsen & Toubro Infotech LLC as of the twelve months ended and the results of its operations and its cash flows for the year then ended are in conformity with the generally accepted accounting principles.

Respectfully

For Ramesh Sarva, C.P.A., P.C.

Ramesh Sarva, CPA

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BALANCE SHEET AS OF MARCH 31, 2016

As at 31.03.2016

CURRENT ASSETS

CASH IN BANK $ 51,892

DUE FROM AFFILIATES 1,728,548

OTHER ADVANCES 6,593

PREPAID EXPENSES 982

OTHER RECEIVABLES 7,868

TOTAL CURRENT ASSETS $ 1,795,883

PROPERTY AND EQUIPMENT –

TOTAL ASSETS 1,795,883

CURRENT LIABILITIES

ACCRUED EXPENSES $ 96,110

TOTAL CURRENT LIABILITIES 96,110

LONG-TERM LIABILITIES

BRANCH EQUITY

RETAINED EARNINGS 1,699,773

TOTAL STOCKHOLDERS’ EQUITY 1,699,773

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,795,883

Ramesh Sarva C.P.A., P.C.Certified Public Accountants

S-88


INCOME STATEMENT

For the 12 months endedMarch 31, 2016

SALES

GROSS REVENUE $ 2,042,383

OTHER INCOME 13,460

2,055,843

COST OF GOODS SOLD

TRAVEL 29,403

RELOCATION EXPENSES 2,072

EMPLOYEE MEDICAL INSURANCE 69,273

PAYROLL TAXES 129,908

SALARIES 1,589,985

TOTAL COST OF GOODS SOLD 1,820,641

GROSS PROFIT 235,202

OPERATING EXPENSES

BANK CHARGES 897

INSURANCE 4,576

STATE FRANCHISE TAX 52,901

OFFICE EXPENSES 4,762

PROFESSIONAL FEES 74,584

TELEPHONE EXPENSE 226

TOTAL OPERATING EXPENSES 137,946

INCOME(LOSS) BEFORE INCOME TAX 97,256

NET INCOME (LOSS) $ 97,256

Ramesh Sarva C.P.A., P.C.Certified Public Accountants

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NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2016

1. The LLC was incorporated in the State of Delaware as a wholly owned subsidiary of Larsen & Toubro Infotech Ltd, to take over the work and absorb the staff from a large client. Client closed IT operations and transferred to L & T Infotech, LLC.

2. There are no contingent liabilities. Capital is fully provided by the parent, Larsen & Toubro Infotech, Ltd.

3. There are no outstanding taxes due for more than 3 months to any tax authority. Separate tax return is not filed for the LLC as it has a single owner, and elected to file taxes together with owner, Larsen & Toubro Infotech Ltd of New Jersey.

4. Tax Provision: State Franchise and Federal income taxes are provided in full.

Ramesh Sarva C.P.A., P.C.

S-90

L&T INFORMATION TECHNOLOGY SERVICES (SHANGHAI) CO. LTD.


DIRECTORS’ REPORT

Dear Members,

The Directors have pleasure in presenting their Annual report and Audited Accounts for the year ended December 31, 2015.


Particulars RMB Yuan

2015 2014

Total Income 4,052,711 1,910,829

Profit / (Loss) before Tax 210,466 (405,077)

Less: Tax – –

Net Profit / (Loss) after Tax 210,466 (405,078)

Add: Balance b/f from previous year (797,891) (392,813)

Balance to be carried forward (587,425) (797,891)

2. CAPITAL & FINANCE During the year under review, 3rd tranche of investment of USD 60,000 was made by Larsen & Toubro Infotech Limited, India, the Parent

Company, towards the equity capital of the Company. The total investment by the Parent Company, towards the equity capital, as on the date of balance sheet is USD 175,000.

3. STATE OF COMPANY AFFAIRS The total income for the financial year under review was RMB 4.05 Mn as against RMB 1.91 Mn. for the previous financial year. The profit for

the current year was RMB 0.21 Mn as against loss of RMB 0.4 Mn for the previous financial year.

The loss for current year is primarily due to the fact that the revenue is not yet sufficient to meet operating expenses.

4. DIVIDEND The Directors do not propose declaration of any dividend for the year ended December 31, 2015.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE YEAR There was no change in the Directors and Key Managerial Personnel of the Company.


7. AUDITORS M/s. Shanghai Linfang Certified Public Accountants Co., Ltd. are the auditors of the Company. They will continue to be auditors of the Company

for the ensuing financial year.

8. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating






9. ACKNOWLEDGEMENT Your Directors acknowledge the invaluable support extended by the Government authorities in China and take this opportunity to thank them

as well as the customers, supply chain partners, employees, Financial Institutions, Banks and all the various stakeholders for their continued co-operation and support to the Company.

Date: January 20, 2016


SAMEER SATPUTE Director

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REPORT OF THE AUDITORS

To the Board of Directors of

L&T INFORMATION TECHNOLOGY SERVICES (SHANGHAI) CO., LTD.

We have audited the accompanying financial statements of L&T Information Technology Services (Shanghai) Co., Ltd. (the “Company”), which comprise the balance sheet as at 31 December 2015, the income statement, cash flow statement and statement of changes in equity for the year then ended and notes to these financial statements.

1. Management’s Responsibility for the Financial Statements The Company’s management is responsible for preparation and fair presentation of these financial statements, such responsibility includes:

(i) ensuring that the Financial Statements are properly prepared in conformity with the Accounting Standards for Small Business Enterprises and are presented fairly (ii) designing, implementing and maintaining internal control relevant to the preparation of financial statements to ensure the financial statements are free of material misstatement, whether caused by fraud or error.

2. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with

the China Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

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 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. 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.


3. Audit opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of L&T Information Technology Services

(Shanghai) Co., Ltd. as at 31 December 2015, and its financial performance and its cash flows for the year then ended in accordance with the Accounting Standards for Small Business Enterprises.

Zhang xiaozhuan Certified Public Accountant

Guo Zhong, China Certified Public Accountant

Shanghai Linfang Certified Public Accountants Co., Ltd.15F, Hechuang Building,No. 450 Caoyang Road, Shanghai China

January 20th, 2016

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BALANCE SHEET AS AT 31 DECEMBER 2015

(All amounts in RMB Yuan unless otherwise stated)

ITEM Notes 2015.12.31 2014.12.31

Current assets:

Cash at bank and in hand 5 1,956,093.28 417,920.97

Accounts receivable 6 374,672.63 459,641.74

Prepayments 7 13,488.00 –

Other receivables 8 9,132.25 16,800.00

Total current assets 2,353,386.16 894,362.71

Non-current assets:

Total non-current assets – –

TOTAL ASSETS 2,353,386.16 894,362.71

Current liabilities

Accrued payroll 9 40,145.00 30,414.00

Taxes payable 10 75,181.69 56,413.57

Other payables 11 1,750,685.54 897,521.36

Total current liabilities 1,866,012.23 984,348.93

Non-current liabilities

Total non-current liabilities – –

TOTAL LIABILITIES 1,866,012.23 984,348.93

Owners’ equity

Paid-in capital 12 1,074,799.00 707,905.00

Undistributed profits 13 (587,425.07) (797,891.22)

Total owner’s equity 487,373.93 (89,986.22)

TOTAL LIABILITIES AND OWNERS’ EQUITY 2,353,386.16 894,362.71

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

Legal Representative:

Person in charge of accounting function:

Person in charge of accounting department:

S-93



INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2015


Notes Year ended2015.12.31

Year ended2014.12.31

Total operating revenues 4,052,710.82 1,910,829.73

Incl.: Operating revenues 4,052,710.82 1,910,829.73

Incl.: Revenues from main operation 14 4,052,710.82 1,910,829.73

Less: Total operating costs 3,844,308.88 2,327,165.43

Incl.: Cost of operation – 170,670.00

Incl.: Costs of main operation – 170,670.00

Operating tax and its additions 16,752.74 4,012.74

General and administrative expenses 3,830,557.55 2,139,032.64

Finance expenses (3,001.41) 13,450.05

Add: Return on investment – –

Operating Profit 208,401.94 (416,335.70)

Add: Non-operating incomes 2,340.31 11,454.02

Less: Non-operating expenses 276.10 196.97

Total profit 210,466.15 (405,078.65)

less: Income tax expenses – –

Net profit 210,466.15 (405,078.65)





S-94



CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2015




1. Cash Flows from Operating Activities

Cash received from sales of goods or rendering of services 4,248,008.81 1,508,168.91

Cash received relating to other operating activities 3,954.17 10,344.95

Sub-total of Cash Inflows 4,251,962.98 1,518,513.86

Cash paid for goods and services 13,996.55 –

Cash paid to and on behalf of employees 2,096,343.84 1,027,232.30

Payments of taxes and levies 95,962.98 39,853.58

Cash paid relating to other operating activities 874,381.30 690,504.44

Sub-total of Cash Outflows 3,080,684.67 1,757,590.32

Net Cash Flows from Operating Activities 1,171,278.31 (239,076.46)

2. Cash Flows from Investing Activities

Net Cash Flows from investing Activities – –

3. Cash Flows from Financing Activities

Cash received from capital contribution 366,894.00 491,920.00

Sub-total of Cash Inflows 366,894.00 491,920.00

Net Cash Flows from Financing Activities 366,894.00 491,920.00

4. Effect of Foreign Exchange Rate Fluctuation on Cash – –

5. Net Increase (decrease) in Cash and Cash Equivalents 1,538,172.31 252,843.54

Add: Cash and cash equivalents at the beginning of the reporting period 417,920.97 165,077.43

6. Cash and Cash Equivalents at the end of the reporting period 1,956,093.28 417,920.97





S-95



STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015


PAID-IN CAPITAL

CAPITAL SURPLUS

SURPLUS RESERVE

RETAINED EARNINGS

TOTAL

Closing Balance at 31 December 2013 215,985.00 – – (392,812.57) (176,827.57)

Add: Changes in accounting policies – – – – –

Corrections of prior period errors – – – – –

Beginning Balance at 1 January 2014 215,985.00 – – (392,812.57) (176,827.57)

Net profit – – – (405,078.65) (405,078.65)

Other comprehensive income – – – – –

Capital contribution or reduction by owners 491,920.00 – – – 491,920.00

- Capital contribution by owners 491,920.00 – – – 491,920.00

Profit appropriation – – – – –

Transfer between equity components – – – – –

Movements in year 2014 491,920.00 – – (405,078.65) 86,841.35


PAID-IN CAPITAL

CAPITAL SURPLUS

SURPLUS RESERVE

RETAINED EARNINGS

TOTAL


Add: Changes in accounting policies – – – – –

Corrections of prior period errors – – – – –

Beginning Balance at 1 January 2015 707,905.00 – – (797,891.22) (89,986.22)

Net profit – – – 210,466.15 210,466.15

Other comprehensive income – – – – –

Capital contribution or reduction by owners 366,894.00 – – – 366,894.00

- Capital contribution by owners 366,894.00 – – – 366,894.00

Profit appropriation – – – – –

Transfer between equity components – – – – –

Movements in year 2015 366,894.00 – – 210,466.15 577,360.15

Closing Balance at 31 December 2015 1,074,799.00 – – (587,425.07) 487,373.93





S-96



NOTES TO THE 2015 FINANCIAL REPORTS

(All amounts are stated in RMB Yuan unless otherwise stated)

1 GENERAL INFORMATION AND PRINCIPAL ACTIVITIES L&T Information Technology Services (Shanghai) Co., Ltd.(”the Company”) is a wholly owned foreign enterprise incorporated by LARSEN

& TOUBRO INFOTECH LIMITED. The Company was registered at Shanghai Administration of Industry and Commerce, and obtained the Business License for Enterprise as a Legal Person No. 310000400714060 on June 28th 2013. The registered capital is USD 175000 and the residential address for the Company is No 2 XingXian Road Jiading Industry Zone Shanghai. The Company has an approved operating period of 10 years.

The Company’s approved scope of business operations includes Computer software (video, publication except) design, development, production, sales of own products and provide after sale service, the commission agent products and computer hardware (excluding auction), enterprise management consulting, business information consulting, computer information engineering technical consultation and services, to undertake service outsourcing in system management and maintenance technical support, information management, software development, data processing. (not related to the management of state-run trade goods; involving quota, license management of goods, in accordance with relevant state regulations apply; involving administrative approval, permit to operate).

Tax refund

2 BASIS OF PREPARATION The financial statements have been prepared in accordance with the Accounting Standards for Business Enterprises and “Accounting System

for Business enterprises” as promulgated by the State of the People’s Republic of China.

3 PRINCIPAL ACCOUNTING POLICIES

(a) Accounting period The company’s accounting year starts on 1 January and ends on 31 December.

(b) Recording currency The recording currency of the Company is the Renminbi (RMB).

(c) Basis of accounting and measurement bases The Company follows the accrual basis of accounting. Assets are initially recorded at actual costs on acquisition and subsequently

adjusted for impairment, if any.

(d) Foreign currency translation Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into RMB at the exchange rates stipulated

by the People’s Bank of China (“the stipulated exchange rates”) on the day in which the transactions took place. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into RMB at the stipulated exchange rates at the balance sheet date. Exchange differences arising from these translations are expensed, except for those attributable to foreign currency borrowings that have been made specifically for the construction of fixed assets, which are capitalized as part of the fixed asset costs and those arising in the pre-operating period, which are recorded as long-term deferred expenses.

Contributions to paid-in capital made in foreign currencies are translated into the RMB denominated paid-in capital account at the stipulated exchange rates at the contribution dates. Exchange differences arising from foreign currency capital contribution should be recognized as capital surplus.

(e) Receivables and provision for bad debts Receivables comprise accounts receivable and other receivables. The provision method is used to account for potential bad debts

identified by management. Receivables are presented at actual amounts net of provision for bad debts.

Accounts receivable and Other receivable comprises related party receivables and receivables from non-related parties.

Where evidence exists that balances cannot be recovered due to the debtor’s de-registration, bankruptcy, insolvent and death, etc., bad debts are recognized and corresponding provision for bad debts is written off after the approval of the Company’s general manager or the board pursuant to the authorization policies established in the Company.

(f) Revenue recognition Revenue from the rendering of services shall be recognized at the time of service provided and consideration received or receivable.

Interest income should be measured based on the period between the acquisition date and the maturity date and the applicable interest rate.

Subsidy income shall be recognized at the time of receipt.

(g) Employee benefits The full-time employees of the Company are entitled to staff welfare benefits under existing PRC legislation, including pension benefits,

medical care, unemployment insurance, housing fund and other benefits.

S-97



NOTES TO THE 2015 FINANCIAL REPORTS (Contd.)(All amounts are stated in RMB Yuan unless otherwise stated)

The Company is required to accrue for these benefits based on certain percentages of the employees’ salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, these benefits are levied by the human resource and social security bodies. The contributions are expensed as incurred.

(h) Accounting for income taxes The Company accounts for enterprise and local income taxes using the tax payable method. Under the tax payable method, tax expense

is recognized based on current period taxable income and tax rates.

4 TAXATION

(a) Corporate income tax The applicable enterprise income tax rate is 25%.

(b) Value added tax The company for the small scale taxpayers of value added tax, the tax rate is 3%, the input tax shall be credited against.

(c) Individual income tax Employees’ income is subject to individual income tax, and the Company withhold amounts from employees and send the withheld

amounts to the tax authorities.

5 MONETARY ASSETS

2015.12.31 2014.12.31

Cash at bank 1,956,093.28 417,920.97

TOTAL 1,956,093.28 417,920.97

6 ACCOUNTS RECEIVABLE

2015.12.31 2014.12.31

374,672.63 459,641.74

The ageing as at year end are as follows:

2015.12.31 2014.12.31

Amount % Amount %

Within 1 yr 374,672.63 100.0% 459,641.74 100.0%

TOTAL 374,672.63 100% 459,641.74 100%

Debtors with large amounts:

Name of Debtors Ending Balance

Larsen & Toubro Infotech Limited 191,916.29

L&T Technology Services Limited 182,756.34

7 PREPAYMENTS

2015.12.31 2014.12.31

Amount % Amount %

Within 1 yr 13,488.00 100.0% – –

TOTAL 13,488.00 100% – –

Name of Debtors Ending Balance

Apple Store 13,488.00

S-98




8 OTHER RECEIVABLES

2015.12.31 2014.12.31

9,132.25 16,800.00

The ageing as at year end are as follows:

2015.12.31 2014.12.31

Amount % Amount %

Within 1 yr 9,132.25 100.0% 16,800.00 100.0%

TOTAL 9,132.25 100% 16,800.00 100%

9 ACCRUED PAYROLL

2015.12.31 2014.12.31

Wages payable 30,414.00 30,414.00

Social insurance 7,441.00 –

Housing fund 2,290.00 –

TOTAL 40,145.00 30,414.00

10 TAXES PAYABLE

2015.12.31 2014.12.31

Taxes

Value added tax 35,099.76 24,642.82

City maintenance 3,536.38 246.43

Education surcharge payable 2,121.83 739.28

Local education surcharge payable 1,414.55 492.86

River maintenance fee 707.28 246.43

Individual income tax 32,301.89 30,045.75

TOTAL 75,181.69 56,413.57

11 OTHER PAYABLES

2015.12.31 2014.12.31

Total 1,750,685.54 897,521.36

Creditor with large amount Ending Balance

Larsen & Toubro Infotech Limited 1,517,895.99

L&T Technology Services Limited 161,009.11

Grant Thornton 49,780.44

S-99




12 PAID-IN CAPITAL

2015.12.31 2014.12.31

Name of Investor Registered Capital (USD)

Registered Capital (RMB)

Registered Capital (USD)

Registered Capital(RMB)

LARSEN & TOUBRO INFOTECH LIMITED 175,000.00 1,074,799.00 115,000.00 707,905.00

TOTAL 175,000.00 1,074,799.00 115,000.00 707,905.00

13 UNDISTRIBUTED PROFITS

2015.12.31 2014.12.31

Undistributed profits at beginning of year (797,891.22) (392,812.57)

Current year net profit 210,466.15 (405,078.65)

Distributable profit (587,425.07) (797,891.22)

Undistributed profits at the end of year (587,425.07) (797,891.22)

14 REVENUES FROM MAIN OPERATION

Item 2015 2014

Consulting Service 4,052,710.82 1,910,829.73

TOTAL 4,052,710.82 1,910,829.73

S-100



SUPPLEMENTARY INFORMATION PROVIDED BY THE MANAGEMENT

(All amounts in RMB Yuan unless otherwise stated)ADJUSTMENTS TO INCOME BEFORE TAX

account or subaccount name Description Adjusted amount for

taxable income

Remarks

(Reference included)

Increases to the taxable amounts

Accrued Payroll Accrued Payroll 40,145.00

Non-operating expenses Penalty 276.10

Other Payables Accrued Expenses 49,780.44

Total increases to the taxable amount 90,201.54

Decreases to the taxable amounts

Accrued Payroll Accrued Payroll 30,414.00

Other Payables Accrued Expenses 524,804.00

Total decreases to the taxable amount 555,218.00

Adjustments - net (465,016.46)

Audited income before tax –

Adjusted taxable income before tax (465,016.46)

Gain on debt restructuring

Note: The taxable income shall be finally settled by tax authorities.

S-101

GDA TECHNOLOGIES LIMITED


DIRECTORS’ REPORT

The Directors have pleasure in presenting the Annual Report and Audited Financial Statements for the year ended March 31, 2016.

FINANCIAL RESULTS

Particulars In R Lakhs

2015-16 2014-15

Total Revenue 205.07 240.51

Profit before tax 190.56 227.71

Taxes 6.86 40.23

Profit after tax 183.70 187.48

PERFORMANCE OF THE COMPANYThe Company recorded revenues of v 205.07 Lakhs in the year 2015-16 as compared to v 240.51 Lakhs in the previous year. The profit after tax for the year was v 183.70 Lakhs as compared to the previous year v 187.48 Lakhs.

AMALGAMATION OF THE COMPANY WITH LARSEN & TOUBRO INFOTECH LIMITEDThe Board of Larsen & Toubro Infotech Limited (“Parent Company”) and GDA Technologies Limited, in their meetings held on October 17, 2014, respectively, approved the Scheme of amalgamation of the Company with the Parent Company under Section 391 to 394 of the Companies Act, 1956. The Hon’ble High Court of Bombay has sanctioned the Scheme of Amalgamation vide its order dated April 01, 2016. The approval of the Scheme by the Hon’ble High Court of Madras is awaited. The appointed date for the proposed scheme is April 1, 2016.

DIVIDENDThe Directors do not recommend any dividend for the current year.

DEPOSITSDuring the period under review, the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

TRANSFER TO RESERVESThe Directors do not propose to transfer any amount to the reserve.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDEDDuring the year under review the Company has not given any loans or guarantees or made any investments or provided any securities.

AUDITORS & AUDITORS REPORTM/s. S. V. Visvanathan & Associates, Chartered Accountants, who are Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate from them has been received to the effect that their re-appointment, if made, would be in line with the requirement laid under section 139 & 141 of the Companies Act, 2013.

The Auditors’ Report to the Shareholders does not contain any qualification and therefore do not call for any comments from Directors.

EXTRACT OF ANNUAL RETURNAs per the provisions of Section 92(3) of the Companies Act, 2013, an extract of the Annual Return is attached as Annexure A to this Report.

CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY Since the Company is engaged in software development, it is not a major consumer of energy.

B. TECHNOLOGY ABSORPTION There was no Technology absorption during the financial year 2015-16.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO There were no foreign exchange earnings or outgo during the financial year 2015-16.

DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE YEARDuring the year under review, Mr. Sunil Sapre, Dr. Keshab Panda and Mr. M. V. Govindarajan resigned from the Board w.e.f. June 23, 2015, July 3, 2015 & October 23, 2015, respectively. Mr. P. S. Kapoor also served on the Board of the Company for a period starting from June 23, 2015 to October 8, 2015.

Mr. Kedar Gadgil, Mr. Rishikesh Joshi and Mr. Ashok Kumar Sonthalia were appointed as Directors w.e.f. from July 3, 2015, October 8, 2015 & October 9, 2015, respectively.

S-102



DIRECTORS’ RESPONSIBILITY STATEMENTThe Board of Directors hereby confirms:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) the Directors have 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 as on March 31, 2016 and of the profit of the Company for the year ended March 31, 2016;

(iii) the Directors have 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;

(iv) the Directors have prepared the annual accounts on a going concern basis; and

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORSThe Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive meetings.

During the year under review four Board meetings were held on the following dates:

1) May 07, 2015

2) July 27, 2015

3) October 27, 2015

4) January 22, 2016

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSDuring the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status.

STATUTORY DISCLOSUREThe Directors wish to state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTThe Directors acknowledge the invaluable support extended to the Company by the Financials Institutions, Bankers, Regulatory Authorities and management of the Parent Company.


Place: Mumbai ASHOK KUMAR SONTHALIA KEDAR GADGILDate: April 26, 2016 Director

DIN: 03259683Director

DIN: 07224639

S-103



ANNEXURE A

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

S.N. Particulars

1 CIN U72200TZ1997PLC008145

2 Registration Date October 22, 1997

3 Name of the Company GDA Technologies Limited

4 Category / Sub-Category of the Company Company Limited by Shares(Indian Non-Government Company)

5 Address of the Registered office and contact details No.9-A, Chinthamani Nagar, K. K. Pudur, Coimbatore-641 038

6 Whether listed Company No

7 Name, Address and Contact details of Registrar and Transfer Agent, if any

Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

S. N. Name and Description of main products / services NIC Code of the Product / service % to total turnover of the Company

1 Computer programming, consultancy and related activities 620 –

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. N. Name and Address of the Company CIN / GLN Holding / Subsidiary / Associate

% of Shares held Applicable Section

1 Larsen & Toubro Infotech Limited Add: L&T House, Ballard Estate, Mumbai-400 001

U72900MH1996PLC104693 Holding 100% 2(46)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i) Category-wise Share Holding

Category ofShareholders

No. of Shares held atthe beginning of the year

No. of Shares held atthe end of the year

% Change during the

yearDemat Physical Total % of Total Share

Demat Physical Total % of Total Share

A. Promoters(1) Indian a) Individual / HUF b) Central Govt. c) State Govt.(s) d) Bodies Corp. e) Banks / FI f) Any OtherSub-total (A)(1):-(2) Foreign a) NRIs -Individuals b) Other – Individuals c) Bodies Corp. d) Banks / FI e) Any Other….Sub-total (A)(2):-

–

–

–

168,197

168,197

–

168,197

168,197

–

100

100

– –

168,197

168,197

–

168,197

168,197

–

100

100

– –

Total shareholding of Promoter (A)=(A)(1)+(A)(2) – 168,197 168,197 100 – 168,197 168,197 100 –

S-104



Category ofShareholders

No. of Shares held atthe beginning of the year

No. of Shares held atthe end of the year

% Change during the

yearDemat Physical Total % of Total Share

Demat Physical Total % of Total Share

B. Public Shareholding1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt. d) State Govt.(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify)

Sub-total (B)(1):-

2. Non-Institutions a) Bodies Corp. i) Indian ii) Overseas

b) Individuals i) Individual shareholders

holding nominal share capital up to v 1 lakh

ii) Individual shareholders holding nominal share capital in excess of v 1 lakh

c) Others (specify)

Sub-total (B)(2):-

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Total Public Shareholding (B)= (B)(1) + (B)(2)

– – – – – – – – –

C. Shares held by Custodian for GDRs & ADRs

– – – – – – – – –

Grand Total (A+B+C) – 168,197 168,197 100 – 168,197 168,197 100 –

ii) Shareholding of Promoters

S. N. Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in Shareholding

during the year

No. of Shares % of total Shares of the

Company

% of Shares Pledged /

encumbered to total shares

No. of Share % of total Shares of the

Company

% of Shares Pledged /

encumbered to total shares

1 Larsen & Toubro Infotech Limited

168,197 100 – 168,197 100 – –

Total 168,197 100 – 168,197 100 – –

S-105



iii) Change in Promoters’ Shareholding-

S. N. Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of the Company


1. At the beginning of the year 168,197 100 – –

2. Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)

NOT APPLICABLE

3. At the End of the year – – 168,197 100

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Not Applicable.

S. N.

Shareholding at the beginning of the year Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of shares % of total shares of the Company


1. At the beginning of the year

2. Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)

3. At the End of the year ( or on the date of separation, if separated during the year)

v) Shareholding of Directors and Key Managerial Personnel: Not Applicable

S. N.

Shareholding at the beginning of the year Cumulative Shareholding during the year

For Each of the Directors and KMP No. of shares % of total shares of the Company


1. At the beginning of the year

2. Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)

3. At the End of the year (or on the date of separation, if separated during the year)

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment:

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount – – – –

ii) Interest due but not paid – – – –

iii) Interest accrued but not due – – – –

Total (i+ii+iii) – – – –

Change in Indebtedness during the financial year

Addition – – – –

Reduction – – – –

Net Change – – – –

Indebtedness at the end of the financial year

i) Principal Amount – – – –

ii) Interest due but not paid – – – –

iii) Interest accrued but not due – – – –

Total (i+ii+iii) – – – –

S-106



VI. REMUNERATION OF DIRECTORS

A. Remuneration to Managing Director, Whole-time Directors and / or Manager: Not Applicable

S.N. Particulars of Remuneration Name of MD / WTD / Manager Total Amount

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 – –

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 – –

(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 – –

2. Stock Option – –

3. Sweat Equity – –

4. Commission

- as % of profit

- others, specify – –

5. Others, please specify – –

Total (A) – –

Ceiling as per the Act (v 0.19 Mn.) 1% of Net Profits of the Company

B. Remuneration to other Directors:

S. N. Particulars of Remuneration Fee for attending board /

committee Meetings

Commission Others,please specify

Total Amount

1. Independent Directors

- – – – –

Total (1) Nil Nil Nil Nil

2. Other Non- Executive Directors

Mr. Sunil Sapre1 – – – –

Mr. P. S. Kapoor2 – – – –

Mr. Kedar Gadgil3 – – – –

Dr. Keshab Panda4 – – – –

Mr. Rishikesh Joshi5 – – – –

Mr. Ashok Kumar Sonthalia6 – – – –

Mr. M. V. Govindarajan7 – – – –

Total (2) Nil Nil Nil Nil

Total (B) = (1 + 2) Nil Nil Nil Nil

Total Managerial Remuneration Nil

Overall Ceiling as per the Act (v 0.57 Mn.) 3% of Net Profits of the Company

Notes :

1 Mr. Sunil Sapre ceased to be a Director w.e.f. June 23, 2015

2 Mr. P. S. Kapoor was appointed as a Director w.e.f. June 23, 2015. He ceased to be a Director w.e.f October 08, 2015

3 Mr. Kedar Gadgil was appointed as a Director w.e.f. July 03, 2015

4 Mr. Keshab Panda ceased to be a Director w.e.f. July 03, 2015

5 Mr. Rishikesh Joshi was appointed as a Director w.e.f. October 08, 2015

6 Mr. Ashok Kumar Sonthalia was appointed as a Director w.e.f. October 09, 2015

7 Mr. M. V. Govindarajan ceased to be a Director w.e.f. October 23, 2015

S-107



C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD: Not Applicable

S. N.

Particulars of Remuneration Key Managerial Personnel

CEO CFO Company Secretary

Total

1. Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 – – – –

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 – – – –

(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 – – – –

2. Stock Option – – – –

3. Sweat Equity – – – –

4. Commission – – – –

- as % of profit

- others, specify

5. Others, please Specify – – – –

Total – – – –

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2016.

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TO THE MEMBERS OF GDA TECHHOLOGIES LTDWe have audited the accompanying financial statements of GDA Technologies Ltd (The Company) which comprise the Balance Sheet as at March 31,2016 the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements:The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor’s Responsibility: Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards, and matters which are required to be included in the audit report under the Provisions of Act and Rules made thereunder:

We conducted our audit in accordance with Standards on Auditing specified under Section 143(10) of the Act. Those Standards require 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.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion:In our opinion and to the best of our information and according the to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of affairs of the Company as at March 31, 2015 and its cash flow for the year ended on that date.

Report on other Legal and Regulatory Requirements:1. As required by the Companies (Auditor’s Report) Order 2016, (the order) as amended issued by the Central Government of India in terms of

sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in Paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that :

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

b. In our Opinion proper books of account as required by the law have been kept by the Company so far as it appears from our examination of those books.

c. The balance sheet, the Statement of Profit and Loss and the Cash flow statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e. On the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in Annexure “B”.

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g. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion , and to the best of our information and according to the explanation given to us :

i) The Company does not have any pending litigations which would impact in its financial position.

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S. V. VISVANATHAN & ASSOCIATESChartered Accountants

Regn No. :005944S

Place : Coimbatore R. MUGUNTHANDate : April 26, 2016 Partner

M.No.021397

S-110



ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT

Referred to in Paragraph 1, under the heading “Report on Other Legal and Regulatory Requirement”, of our Report of even date to the financial statements of the Company for the year ended March 31, 2016.

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management at reasonable intervals which in our opinion, is reasonable having regard to the size of the company, and nature of its business.

(c) The Company does not own any immovable properties.

2. (a) The provision relating to physical verification of inventory does not arise and hence clauses (b) & (c) are not applicable..

3. The Company has not granted any loans, secured or unsecured to companies, firms, Limited liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of the Clause 3(iii) (a) to (c) of the Order are not applicable to the company.

4. In our opinion, and according to the information and explanations given to us, the company has complied with the provisions of the Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

5. The Company has not accepted any deposits from the public, and hence the directives issue by the RBI and provisions of Sec. 73 to 76 or any other relevant provisions of the Act and Companies (Acceptance of Deposit) Rules 2015 with regard to the deposits accepted from the public are not applicable.

6. As informed to us, the maintenance of Cost Records has not been specified by the Central Government, under Sub Section (1) of the Section 148 of Act, in respect of the activities carried on by the company.

7. According to the information and explanations given to us and on the basis of our explanation of the books of account and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added tax, Cess and any other statutory dues with the appropriate authorities, wherever applicable. According to the information and explanations given to us, no undisputed amount payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

b) According to the information and explanation given to us, there are no dues of Income tax, Sales tax, service tax, duty of customs, duty of excise, valued added tax outstanding on account of any dispute.

8. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9. Based upon the audit procedures performed and the information and explanation given by the Management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term loans. Accordingly the provisions of Clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the information and explanations given by the Management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanations given by the Management, we report that the company has not paid or provided managerial remuneration and hence the provision relating to requisite approvals mandated by the provisions of Sec. 197 read with Schedule V to the Companies Act does not arise.

12. In our opinion, the Company is not a Nidhi Company, Therefore the provisions of clause (4) (xii) of the Order are not applicable to the company.

13. In our Opinion, all transactions with related parties are in compliance with Section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or party convertible debentures during the year under review. Accordingly, the provisions of Clause 3 (xiv) of the order, are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures and the information and explanation given by the Management, the company has not entered into any non cash transaction with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In our opinion, the Company is not required to be registered under Sec. 45 IA of the Reserve Bank of India Act. 1934 and accordingly, the provisions of Clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.


Regn No. :005944S


M.No.021397

S-111



ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF GDA TECHNOLOGIES LTD.

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF THE SUB SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 (THE ACT)We have audited the internal financial controls over financial reporting of GDA Technologies Limited as of March 31, 2016 in conjunction with our audit of financial statements of the company for the year ended on that date.

Management’s Responsibility for Internal financial controls:The Company’s management is responsible for establishing and maintaining internal financial controls based on the Internal Control over financial reporting criteria established by the company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountant of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively, for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act. 2013.

Auditor’s Responsibility:Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance note on Audit of Internal Financial controls over Financial reporting (The Guidance note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Sec. 143(10) of the Companies Act 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal financial controls and both issued by the Institute of Chartered Accountants of India. Those Standards and Guidance note required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit or internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.; The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error.

We believe that audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting:A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with the authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection or timely detection of authorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial controls over Financial Reporting:Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting, to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion :In our Opinion, the Company in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016.


Regn No. :005944S


M.No.021397

S-112



BALANCE SHEET AS AT MARCH 31, 2016 As at 31.03.2016 As at 31.03.2015 NOTE NO. R R

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 2 1,681,970 1,681,970

(b) Reserves and surplus 3 369,070,895 350,701,412

Sub-Total 370,752,865 352,383,382

2 Non-current liabilities

Long Term Provisions 4 – 508,009

– 508,009

3 Current liabilities

(a) Trade Payables – –

(b) Other current liabilities 5 144,900 280,457

(c) Short Term Provisions – –

Sub-Total 144,900 280,457

Total 370,897,765 353,171,848

II. ASSETS

1 Non-current assets

(a) Fixed assets

Tangible assets 6 28,600 31,051,099

Less: Accumulated Depreciation 28,600 30,556,236

– 494,863

(b) Long-term loans and advances – –

(c) Deferred Tax Asset 7 – 686,204

Sub-Total – 1,181,067

2 Current assets

(a) Current Investments 8 361,850,827 342,846,425

(b) Cash and Bank Balances 9 151,098 248,771

(c) Short-term loans and advances 10 8,895,840 8,895,585

Sub-Total 370,897,765 351,990,781

Total 370,897,765 353,171,848

SIGNIFICANT ACCOUNTING POLICIES 1

ACCOMPANYING NOTES ON FINANCIAL STATEMENT

Accompanying Notes form integral part of financial statements

As per our report of even date attached

For S. V. VISVANATHAN & ASSOCIATESChartered AccountantsRegn No. :005944S


R. MUGUNTHANPartner M.No.021397

ASHOK SONTHALIA KEDAR GADGILDirector Director

Place : CoimbatoreDate : April 26, 2016


S-113



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016 Year ended

March 31, 2016Year ended

March 31, 2015 NOTE NO. R R

REVENUE:

Revenue from Operations 11 – –

Other Income 12 20,507,140 24,050,993

Changes in Inventory – –

Total Revenue 20,507,140 24,050,993

EXPENSES:

Other expenses 13 1,416,711 1,178,214

Depreciation & Amortisation Expenses 6 34,060 102,180

Total Expenses 1,450,771 1,280,394

Profit Before Exceptional and Extraordinary items and Tax 19,056,369 22,770,599

Exceptional items

Profit Before Extraordinary items and tax 19,056,369 22,770,599

Extraordinary items

Profit Before Tax 19,056,369 22,770,599

Tax expense:

Current tax 14 680 745,017

Deferred tax liability / (-) Benefit 686,204 77,127

MAT credit prior year tax provided/(-) reversed – –

MAT credit current year tax provided/(-) reversed – –

Provision for earlier year/excess provision for earlier year written back – 3,199,974

Profit After Tax 18,369,485 18,748,481

Earnings Per Equity Share - (Nominal Value per share:v 10)

i) Basic 109.21 111.47

ii) Diluted 109.21 111.47

No. of Shares used in computing earning per share

i) Basic 168,197 168,197

ii) Diluted 168,197 168,197

SIGNIFICANT ACCOUNTING POLICIES 1

ACCOMPANYING NOTES ON FINANCIAL STATEMENT

Accompanying Notes form integral part of financial statements








S-114



CASH FLOW STATEMENT AS AT MARCH 31, 2016 Year ended

31.03.2016Year ended 31.03.2015

R R

A. CASH FLOWS FROM OPERATING ACTIVITIES :Profit before Taxation 19,056,369 22,770,599 Adjustments for : Depreciation 34,060 102,180 Assets written off 460,803 Loss/ (Profit) on Sale of Fixed Assets (net) – – Loss on sale of Investments – – Interest Paid Interest income (2,738) (3,063) Dividend (20,504,402) (21,288,155)

Operating Profit before working capital changes (955,908) 1,581,561 Adjustments for : (Increase)/Decrease in Sundry Debtors and other receivables – 772 Increase/(Decrease) in Sundry Creditors and Provisions (644,050) (2,130,605)

Cash from operations (1,599,958) (548,272)Direct taxes paid (net) (453) (586,610)

Cash Flow before extraordinary items (1,600,411) (1,134,882)

Net cash from / (used in) operating activities (1,600,411) (1,134,882)

B. CASH FLOWS FROM INVESTING ACTIVITIES : Purchase of fixed assets – – Sale of Fixed Assets – – Sale / (Purchase) of Current Investments (net) (19,004,402) (57,184,108)Interest income 2,738 3,063 Dividend Income 20,504,402 21,288,155

Net cash from investing activities 1,502,738 (35,892,890)

C. CASH FLOWS FROM FINANCING ACTIVITIES : Interest paid – – Dividends paid – – Dividend Distribution Tax paid – – Loans repaid during the year –

Net cash from financing activities – –

Net increase in cash and cash equivalents (A+B+C) (97,673) (37,027,772)

Cash and cash equivalents as at the commencement of the year 248,771 37,276,543 Cash and cash equivalents 151,098 248,771 Components of Cash and Cash Equivalents as at 31.03.2016Cash on hand 878 2,396 Balances with Banks - on Current Account 45,014 141,169 - on Deposit Account 105,206 105,206

151,098 248,771

Notes : 1) The above Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting standard (AS - 3) “Cash Flow Statements” issued by the Institute of Chartered Accountants of India.








S-115



NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2016

1 SIGNIFICANT ACCOUNTING POLICIES

a) General The company is consistently follows the accrual method of accounting and the Financial Statements are prepared on going concern

basis. The accounting methods followed by the company are in compliance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and also relevant provisions of the Companies Act, 2013.

b) Depreciation Depreciation on Fixed Assets is calculated on straight line basis at the rates specified in Schedule II of the Companies Act, 2013.

c) Revenue Recognition Sales represent the billing done for the software development services rendered by the Company.

Percentage completion method is followed by the company in respect of fixed price Contracts.

d) Fixed Asset Fixed Assets are taken at cost which includes cost of the Assets, freight, installation, borrowing, duties and taxes and other incidental

expenses incurred during the construction/installation stage.

e) Foreign Currency Transactions Income and Expenditure items involving foreign exchange are translated at the Exchange rate prevailing on the dates of transaction.

All fluctuations arising from Foreign exchange transactions are dealt with in the profit and loss account and the gains and Losses are accounted for on realization.

f) Employee benefits/retirement benefit of employees: a) Gratuity benefits are provided on the basis of management estimate rather than on the basis of actuarial valuation.

b) Leave encashment are accounted on accrual basis.

c) Provident Fund (PF) and Employees State Insurance (ESI) contributions are made to the respective authorities.

g) Earnings per share: The Earnings considered in ascertaining the Company’s earning per share comprises of Net Profit/Loss after tax, including post tax

adjustments of the prior period and the extra ordinary items.

h) Taxation Provision for taxation is made on the basis of estimated taxable income for the Current financial year in accordance with the Income Tax

Act, 1961.

Deferred tax is recognized on timing differences between the accounting income & taxable income for the year and qualified using the tax rates and laws enacted or substantially enacted as on balance sheet date. Deferred tax assets are recognized 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 realized.

i) Impairment of assets: An asset is impaired when the carrying amount of the assets exceeds its recoverable amount. An impairment loss is charged to the Profit

and Loss account in the year in which an asset is identified as impaired. An impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of the recoverable amount.

j) Provisions, contingent liability and contingent assets: a) Provisions involving degree of estimation in measurement is recognized when there is a present obligation as a result of past event

and if is probable that there will be an outflow of resources.

b) Contingent liabilities are disclosed by way of notes to accounts. Provision is made if it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability.

c) Contingent liability under the various fiscal laws includes those in respect of which there is a dispute between company and the department.

S-116



As at 31.03.2016R

As at 31.03.2015R

2) SHARE CAPITAL

(a) Authorised : 4,00,000 (Previous year: 4,00,000) Equity shares of v 10 each 40,00,000 40,00,000

(b) Issued, Subscribed and paid up : 168,197 Equity shares of v 10 each fully paid up [Larsen and Toubro Infotech Ltd. holds 100%] 16,81,970 16,81,970

TOTAL 16,81,970 16,81,970

(c) Reconciliation of number of shares

Equity Shares: Balance as at the beginning of the year Add/(Less) : Shares issued/(buy-back) during the Year NIL NIL Balance as at the end of the year –

(d) Shares held by Holding/Ultimate Holding/Subsidiaries/Associates of Holding at the end of the year

As at 31.03.2016 As at 31.03.2015

Name of the Shareholder No. of Shares Held

% of holding No. of Shares Held

% of holding

Larsen and Toubro Infotech Ltd. 168,197 100.00 168,197 100.00

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

Larsen and Toubro Infotech Ltd. 168,197 100.00 168,197 100.00

(f) Aggregate number and class of shares alloted as fully paid up pursuant to contract(s) without payment being received in cash, bonus shares and shares bought back for the period of 5 years immediately preceeding the balance sheet date:

As at 31.03.2016 As at 31.03.2015

Equity shares with voting rights

Number of Shares bought back NIL NIL

As at 31.03.2016R

As at 31.03.2015R

3 RESERVES AND SURPLUS

(a) General Reserve As per last Balance Sheet 4,475,000 4,475,000 Add: Transferred from surplus in Statement of Profit and Loss

Closing balance 4,475,000 4,475,000

(b) Capital Redemption Reserve As per last Balance Sheet(d) Surplus in Statement of Profit and Loss As per last Balance Sheet 346,226,412 327,477,932 Add : Profit After Tax 18,369,482 18,748,480

364,595,894 346,226,412

Appropriations :Less: Transfer to General Reserve – – Less: interim dividend – – Less: Distribution Tax on dividend – –

Closing balance 364,595,894 346,226,412

Total (a) +(b) +( c)+(d) 369,070,894 350,701,412

NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2016 (Contd.)

S-117



As at 31.03.2016R

As at 31.03.2015R

4 LONG TERM PROVISIONS

Provision for Employee Benefits

Leave Encashment to Employees – –

ESI Arrears payable – 508,009

TOTAL – 508,009

5 OTHER CURRENT LIABILITIES

Other payables

- Statutory dues payable 100 9,507

- Expenses Payable 144,800 270,950

- L&T - SSC –

TOTAL 144,900 280,457

6 FIXED ASSET

Non-Current Assets :

DESCRIPTIONGROSS BLOCK DEPRECIATION NET BLOCK

as on01.04.2015

Additions Deduction as on31.03.2016

Upto01.04.2015

For theyear

Withdrawn Upto31.03.2016

As on31.03.2016

As on

31.03.2015

R R R R R R R R R R

Tangible assets

Computers 29,658,439 – 29,629,839.00 28,600 29,658,439 – 29,629,839.00 28,600 – –

Office Equipments 741,691 – 741,691.00 – 439,191 12,360 451,551.00 – – 302,500

Electrical Fittings 164,596 – 164,596.00 – 136,070 5,488 141,558.00 – – 28,526

Furniture & Fittings 486,373 – 486,373.00 – 322,536 16,212 338,748.00 – – 163,837

31,051,099 – 31,022,499 28,600 30,556,236 34,060 30,561,696 28,600 – 494,863

Previous year 31,051,099 – – 31,051,099 30,454,056 102,180 – 30,556,236 494,863 597,043

As at 31.03.2016R

As at 31.03.2015R

7 DEFERRED TAX ASSET

Opening Balance 686,204 763,331

Less: Deferred Tax Liability Provided for the year 686,204 77,127

TOTAL – 686,204


S-118



As at 31.03.2016R

As at 31.03.2015R

8 CURRENT INVESTMENT

Investmet in Mutual Funds (Quoted)

Franklin India Savings Plus Fund

Market Value v 13,628/- (1231.700 units @ 11.0640) 13,628 –

Franklin Templeton IUSFB-Super IP

Market Value v 6,12,84,118/- (6092163.451 units @ 10.0595) 61,284,118 57,609,930

L&T Liquid Fund-DDR

Market Value v 30,05,53,081/- (28988250.602 units @ 10.3681) 300,553,081 285,236,495

361,850,827 342,846,425

Aggregate Value of Quoted Investments 361,850,827 342,846,425

Aggregate Market Value of Quoted Investments 357,233,221 342,712,979

9 CASH AND BANK BALANCES

Cash and cash equivalents

Balance with banks in Current accounts 45,014 141,169

Funds in Transit – –

Other Bank balances (Deposit with Commissioner of Customs) 105,206 105,206

150,220 246,375

Cash on Hand 878 2,396

TOTAL 151,098 248,771

10 SHORT TERM LOANS AND ADVANCES

Unsecured, considered good

i) Input Tax Credit 4,382,906 4,382,906

ii) Income Tax (Net of Provisions) 2,398,239 2,398,308

iii) TDs receivable/withholding Tax 482 –

iv) MAT credit receivable 2,114,214 2,114,372

8,895,841 8,895,586


R


R

11 REVENUE FROM OPERATIONS

Export Sales – –

Domestic Sales – –

Exchange Variation (Net) – –

TOTAL – –


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R


R

12 OTHER INCOME

Interest Received 2,738 3,063 Dividend Received 20,504,402 21,288,155 Povision for Expenses Written Back – 2,759,775

TOTAL 20,507,140 24,050,993

13 OTHER EXPENSES

Audit Fees 180,873 125,000 Travelling & Conveyance 14,642 640 Professional Fees 278,000 395,436 Rent - Office 48,000 48,000 Telephone Expenses 7,161 6,234 Administrative Charges 5,356 588,699 Rates, Fees and Taxes 420,388 1,915 Interest and Bank Charges 1,488 12,290 Repairs & Maintenance – – Assets Written off 460,803 – Short/(Excess) Provision –

TOTAL 1,416,711 1,178,214

Details of Audit Remuneration :

Audit fees 75,000 75,000

Certification and Other fees 50,000 50,000

TOTAL 125,000 125,000

14 PROVISION FOR TAXATION

Current Tax 680 745,017

MAT credit entitlement for current year – –

MAT credit entitlement for earlier years – –

Provision for earlier year/excess provision for earlier year written back – 3,199,974

TOTAL 680 3,944,991

2) Estimated amount of contracts remaining to be executed on capital account and are not provided for v Nil [Previous Year v Nil]

3) Contingent Liability not provided for in respect of:

4) Additional information pursuant to the provisions of Schedule VI of Companies Act, 2013

i) Expenditure in foreign Currency on account of :

Nature of Expenses 31.03.2016 31.03.2015

a) Passage money – –

b) Procurement of Material/Capital items – –

ii) Earnings in foreign Currency

a) Software Sales / Service – –

5) Interest Income of v 2,738 /- [Previous year v 3,063/-]

Tax deducted at source thereon v 0.00/- [Previous year v 0.00/-]


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NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2016 (Contd.)6) Based on the information available with the company regarding the status of suppliers, there are no amounts due to small scale/Ancillary

undertaking outstanding for more than 30 days on account of Principal and or interest as at the close of the year.7) In the Opinion of the Board the current assets, loans and advances have a value on realization in the ordinary courses of business at least

equal to the amount at which they are stated.8) Income tax assessments completed up to Assessments year 2013-14.9) Earning per share

2015-16 2014-15Numerator Net Profit attributable to v 1,83,69,485 v 1,87,48,481Shareholders Denominator Weighted Average Equity SharesNumbers 1,68,197 1,68,197 Basic and Diluted Earnings Per shares v 109.21 v 111.47

10) Deferred Tax Asset The Company has adopted Accounting Standard – 22 “Accounting for Taxes on Income” as per the clarifications issued by the Institute of

Chartered Accountants of India from time to time.

Particulars Opening Balance as on 01.04.15 Provided During the Year Closing Balance as on 31.03.16Deferred Tax Assets 6,86,204 (6,86,204) –

11) Balance of Certain creditors, debtors, loans and advances given are subject to confirmation and reconciliation, if any. However in the opinion of the management, there would not be any material impact on financial statements.

12) Audit Fees Charged During the year

Particulars 31.03.2016 31.03.2015Audit fees includes :- For Audit 75,000 75,000- For Taxation 25,000 25,000- For Transfer Pricing 25,000 25,000

13) Disclosure of interest of related parties pursuant to Account standard 18 a. Name of the Related Parties with whom the Company had transactions during the year: i) Investment with L&T Mutual Fund b) The following transaction were carried out with the related parties in the ordinary course of business during the year

Particulars Opening Balance as on 01.04.15 During the year Transaction(Net) Closing Balance as on 31.03.16

L&T Mutual Fund 28,52,36,495 1,53,16,586 30,05,53,081

14) Segmental Reporting The company operates materially only in one business segment – Software Development.

15) The Board of the Company and GDA Technologies Limited (GDA), at their respective meetings held on October 17, 2014, approved the Scheme of Amalgamation of GDA with the Company with Appointed Date being April 1, 2016. Petitions for sanctioning the Scheme of Amalgamation have been admitted with the Hon’ble High Court of Judicature at Bombay and Madras. The Bombay High Court has approved the Scheme vide its order dated April 1, 2016, while the approval from Madras High Court is awaited.

16) The figures of the previous year have been re-grouped/re-arranged wherever necessary so as to make them comparable with those of the current year.








NOTES

NOTES

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