Report on the Standalone Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of Sankhya Infotech Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), Cash Flow Statement and statement of change in Equity for the year then ended , and a summary of significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the Branch Auditors of the Company's Branch at Toulouse, France (herein after referred to as "Standalone Ind AS financial statement") .

Management's Responsibility for the IND AS 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 and presentation of these IND AS 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 IND AS 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 standalone IND AS 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 the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the IND AS 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 IND AS 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 standalone IND AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the IND AS 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31^st, 2018;

(b) In the case of the Statement of Profit and Loss ( including Other Comprehensive Income), of the profit for the Year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(d) Changes in equity for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the IND AS Financial Statements:

1. Note No. 10 to the IND AS financial statements which states the Company has reported Unbilled Revenue of Rs.247.15 Lakhs. The Management is of the view that the Unbilled Revenue is entirely billable and management is in constant engagement with the Client to get the work certified and billed the same.

Our opinion is not qualified in respect of the above matter.

Other Matter

We did not audit the financial statements/information of the branch included in the Standalone financial statements of the company whose financial statements/information reflects total assets of Rs. 6551.69 lakhs as at 31^st March, 2018 and total revenues of Rs 16975.83 lakhs for the year ended on that date, as considered in the Standalone financial statements. The financial statements/information of the branch has been audited by the Branch Auditors whose report has been furnished to us, and our opinion is so far it relates to the amounts and disclosures included in respect of the Branch, is based solely on the report of such auditors.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016, ("the Order"), issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we enclose in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the said Order to the extent applicable to the company.

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 accounts as required by law have been kept by the Company so far as appears from our examination of those books and proper returns for the purposes of our audit have been received from branch not visited by us;

c. The reports on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by the Branch auditor has been sent to us and has been properly dealt with by us in preparing this report;

d. The Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of changes in Equity dealt with by this Report are in agreement with the books of accounts and with the returns received from the branch not visited by us;

e. In our opinion, the aforesaid IND AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

f. On the basis of the written representations received from the directors as on 31^st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act; and

g. With respect to 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" and;

h. With respect to the other matters to be included in the Auditor's 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 did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

ii. The company has no pending litigations on its financial position.

iii. There has been no delay in transferring amounts, required to be transferred, to the investor education and protection fund by the company.

Annexure A to the Auditors' Report

Annexure to the Auditors' Report for the year ended March 2018

(Referred to in Paragraph 1 of our Report of even date)

i. (a) According to information and explanations given to us and based on the audit procedures conducted by us, the Company has maintained proper records to show full particulars, including quantitative details and situation of fixed assets.

(b) According to information and explanations given to us and based on the audit procedures conducted by us, the company has physically verified its fixed assets during the year. As explained to us, the management verifies the fixed assets once in three years as per the program, which, in our opinion is reasonable having regard to the size of the company and nature of its assets.

(c) According to information and explanations given to us and based on the audit procedures conducted by us, the company does not have any immovable properties. Hence clause 'c' of the order is not applicable.

ii. According to information and explanations given to us and based on the audit procedures conducted by us, there are no inventories in the company and hence Clause (ii) of order relating to physical verification of inventory is not applicable to the company for current year

iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Hence, Clause (a) and (b) of clause (iii) regarding regularity of receipt of the principal amount and interest and recovery of overdue amount is not applicable.

iv. According to the information and explanations given to us and based on the audit procedures conducted by us,

- The company has not given any loans and advances to the parties covered under section 185 of the companies Act. Thus, there is no noncompliance of provisions of Section 185.

- The company has not given any loans and guarantee or providing and security in connection with a loan, to any person or other body corporate and acquiring securities of any other body corporate against the provisions of Section 186 of Companies Act 2013.

v. According to the information and explanations given to us and based on the audit procedures conducted by us, the company has not accepted any deposits from public.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the goods manufactured by the Company.

vii. In respect of Statutory Dues

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us some undisputed amount payable in respect , Income Tax, and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they become payable.

a) The details are as follows:

(Rs. in Crs.)

There are no dues of Income Tax / excise duty /Sales Tax which are not deposited on account of dispute.

viii. The Company has an overdue as per the below details to the Financial Institutions/bank during the year.

ix. Based on our audit procedures and as per the information and explanations given by the management, the term loans were applied for the purpose for which the loans were obtained.

x. According to the information and explanations given to us, no material fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us and based on audit procedures conducted by us, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

xii. According to the information and explanations given to us and based on audit procedures conducted by us, as the company is not a Nidhi company, clause (xii) of the order is not applicable.

xiii. According to the information and explanations given to us and based on audit procedures conducted by us, all the transactions with related parties are in compliance with sections 177 and 188 of Companies act, 2013, wherever applicable and the details have been disclosed in the financial statements etc., as required by applicable accounting standards.

xiv. According to the information and explanations given to us and based on audit procedures conducted by us, the company has made preferential allotment of sharesduring the year and the terms and conditions are not prejudicial to the interest of the Company.

xv. According to the information and explanations given to us and based on audit procedures conducted by us, as the company has not entered into any non-cash transactions with directors or persons connected with him clause clause (xv) of the order is not applicable.

xvi. According to the information and explanations given to us and based on audit procedures conducted by us, as the company is not required to be registered under section 45-IA of RBI Act, 1934 clause (xvi) of the order is not applicable.

Annexure B to the Auditors' Report

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF SANKHYA INFOTECH LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Sankhya Infotech Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone IND AS 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 control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants 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 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 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 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 controls system over financial reporting and their operating effectiveness. Our audit of 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 auditor's 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 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 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 generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 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, 2018, 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 M/s. Ravi Rajan & Co,

Chartered Accountants

Firm Regn No:009073N

Place: Hyderabad Jayanth A

Date: 26.05.2018 Membership No: 231549