Majesco Ltd Directors Report.

To,

The Members, Majesco Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Majesco Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind-AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with the requirements and the ICAI‘s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significancein our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter Auditors Response
1 The measurement and disclosure of discontinuing operation Principal Audit Procedures
INA AS 105-requires that details of revenue, expenses, assets, liabilities and cash flows relating to discontinuing taken by the Board of Directors and operations have to be correctly determined and disclosed separately with net result of current year operation being disclosed in the statement of profit and loss. The decision to dispose off the insurance related software business of the Company to its step-down subsidiary was duly approved by shareholders through a circular resolution. An agreement to give effect for the same from April 01, 2019 was also signed.
• We verified the terms of the agreement to see whether all the assets and liabilities, revenue, expenses and cash flows as contemplated therein have been correctly identified.
• This verification included the fixed assets as recorded in fixed assets register relating to the business being transferred, identification of debtors, loans and advances including deposits as well as other dues directly related to the business including employee dues and corresponding assets.
• eviewed the disclosures made in the financial statements to ensure that the same adequately comply with the disclosure requirements of the accounting standard.
2 The measurement and accounting for share-based payments Principal Audit Procedures
The share awards are measured at the fair value at the date of the grant and expensed on a straight-line basis over the vesting period. The judgement of the fair value and number of awards expected to vest is based on management estimates. These estimates include the volatility of the share price and the expected number of options which will vest. We assessed managements accounting under the principles of IND AS 102-Share Based payments.
We tested the fair value calculations carried out by an external expert for all new shares granted during the year and the vesting conditions and assessed the ongoing fair value of the existing share-based payments. This included:
• a review of the share option based on letter of grant; an assessment of the reasonableness of assumptions around the likelihood of meeting vesting conditions;
• an assessment of the reasonableness of inputs including the volatility with analysis provided to external experts by the management;
• recalculation of the amounts recognised over the vesting period;
3 Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (newly introduced revenue accounting standard). This includes accuracy of revenues and critical estimates of onerous obligations in fixed price contracts. Principal Audit Procedures
The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations and the appropriateness of the basis used to measure revenue recognized over a period in respect of long-term contracts. Additionally, the new revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. We assessed the Companys process to identify the impact of adoption of the new revenue accounting standard. As the concerned software are yet to be configured for this change, some of our work was done offline.
The estimates of efforts to determine the revenue as well as to consider progress of the contract, efforts incurred to date and efforts required to complete the contractual obligations are critical. • Our audit approach consisted of testing of the design and operating effectiveness of the internal controls and substantive testing as follows: implementation of the new revenue accounting standard. Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation, review of evidence in respect of operation of these controls.
• Selected a sample of continuing and new contracts and performed the following procedures:
• Read and analysed the distinct performance obligations in these contracts. Identified by the management to confirm if they are fair and reasonable. Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes.
• In respect of samples relating to fixed price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified using analytical procedures with actual and estimated efforts from the time recording and budgeting systems to evaluate their reasonableness.
• Selected samples of contracts and performed a review of changes in efforts incurred with estimated efforts to variations and verify whether those identifysignificant variations have been considered in estimating the remaining efforts to complete the contract.
• Samples of revenues disaggregated by type and service offerings were tested with the performance obligations specified in the underlying contracts.
• Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the Other Information. The Other Information comprises the Management Discussion and Analysis, Board of Directors report including Annexures to the Board of Directors report, Corporate Governance Report and other information published along with but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We have read and considered the Management Discussion and Analysis, Board of Directors Report, Corporate Governance Report and have nothing to report.

In respect of other information other than the above which is expected to be made available to us later we shall read and consider whether there is anything materially inconsistent therein with reference to the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we find any such inconsistency or misstatement, we shall inform those charged with governance of the Company and describe actions applicable in the relevant laws and regulations. As these are yet to be approved by the Board of Directors, the same have not been read by us.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind-AS) specified under Section 133 of the Act, read with relevant rules issued thereafter.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditors Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions thatmaycastsignificantdoubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors reporttotherelateddisclosures financialstatements or, if such disclosures are inadequate, to the modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in "Annexure A", a statement on the matters specified Paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes of our audit.

b) In our opinion, proper books of account as required by 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 including other comprehensive Income, the Statement of Changes in equity and Statement of Cash Flows dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financialstatements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2019, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019, from being appointed as a director 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".

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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 explanations given to us:

i. the Company does not have any pending litigations.

ii. the Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Place: Navi Mumbai Partner
Date : May 15, 2019 M No. 16043

Annexure A to the Independent Auditors Report

The Annexure referred to in Independent Auditors Report to the members of the Company on the standalone financial of Majesco Limited for the year ended March 31, 2019

i. a. In our opinion and according to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, the Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b. According to the information and explanations provided to us andbased verificationof records maintained and our provided to us by the Company, the fixed assets of the Company have been physically verified by the management during the year by the internal auditors and no material discrepancies have been noticed on such verification. frequency of verification is reasonable.

c. According to the information andexplanationsprovidedtousandbased verificationof records maintained and our provided to us by the Company, we report that, the title deeds, comprising all the immovable properties of leasehold land and building situated on such leasehold land, are held in the name of the Company as at the Balance Sheet date.

ii. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, the Company carried on the business of rendering software services and renting of immovable property during the year and consequently does not hold any physical inventory. Therefore, the provisions of clause 3(ii) of the said Order are not applicable to the Company.

iii. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, 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 Companies Act, 2013. Therefore, the provisions of clause 3(iii) (a) to 3(iii) (c) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us and based on our verification of records maintained and provided to us by the Company, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and securities.

v. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, the Company has not accepted any deposits from the public within the meaning of sections 73 to 76 of the Act and the rules framed there under to the extent notified.

vi. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, provisions of section 148 of the Act with regard to maintenance of cost records are not applicable to the Company.

vii. a. According to the information and explanations provided to us andbased verification of records maintained and our provided to us by the Company, in our opinion, the Company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, value added tax, service tax, goods and services tax & cess as applicable, with the appropriate authorities, in all material respects. There are no arrears of undisputed statutory dues of material nature outstanding as on the last day of the financial year for a period of more than six months from the date on which they became payable.

b. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, there are no material amounts of dues of income tax, goods and services tax, duty of customs and value added tax which have not been deposited on account of any dispute except for INR 566.29 lakhs demanded by Income Tax authorities for the Assessment Year 2015-16 (financial year 2014-15) due to not considering the tax deducted at source / advance tax paid on behalf of the Company by the authorities in assessing the income tax payable by the Company. The applicationforrectification pending before the concerned authority. thisregardis

viii. According to the information and explanations provided to us and based on our verification provided to us by the Company, the Company does not have any loans or borrowings from any financial Government, nor has it issued any debentures as at the balance sheet date. Hence, the provisions of Clause 3(viii) of the Order are not applicable to the Company.

ix. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). It has also not raised any term loans during the year.

x. According to the information and explanations provided to us andbased verification of records maintained and our provided to us by the Company,nomaterial fraud by the Company officers or employees, was noticed ontheCompanybyits or reported during the audit.

xi. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, the Company is not a Nidhi Company and Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations provided to us and based on our verification of records maintained and provided to us by the Company, the Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Ind-AS 24, Related Party Disclosures specified under section 133 of the Act, read with Rule 4 of the Companies (Indian Accounting standards) Rules, 2015.

xiv. According to the information and explanations provided to us and based on our verification provided to us by the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. As stated in note 18(b) of the standalone financial statements, the proceeds of the shares issued on private placement basis to Qualified Institutional buyers in the previous year was utilised during the year for investing in the rights issue of shares by its subsidiary, Majesco USA.

xv. According to the information and explanations provided to us andbased verificationof records maintained and provided our to us by the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order are not applicable to the Company.

xvi. According to the information and explanations provided to us and based on our verificationof records maintained and provided to us by the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of clause 3(xvi) of the order are not applicable to the Company.

For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Place: Navi Mumbai Partner
Date : May 15, 2019 M No. 16043

Annexure - B to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 reporting of Majesco Limited as of March 31, 2019 in conjunction Wehaveauditedthe internalfinancialcontrolsoverfinancial with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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 control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to policies, the safeguarding of its assets, the prevention and detection 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.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our 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, prescribed under section 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 the Guidance Note require 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 over financial reporting and their operatingeffectiveness.Ourauditofinternalfinancialcontrols over financial reporting included obtaining an understandingofinternal financial reporting, assessing the risk that a material weakness exists, controlsover 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 the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting reporting is a process designed to provide reasonable assurance regarding ACompanysinternalfinancial the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Ind-AS and the generally accepted accounting principles. A Companys internal financial control over financial reporting includes 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 recorded as necessary to permit preparation of financial statements in accordance with Ind-AS and the generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys 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 of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, 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, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Place: Navi Mumbai Partner
Date : May 15, 2019 M No. 16043