ROLTA BI & BIG DATA ANALYTICS PRIVATE LIMITED CIN: U29253MH2014PTC AUDITED FINANCIAL RESULTS Financial Year ended 31 st March 2017

Size: px

Start display at page:

Download "ROLTA BI & BIG DATA ANALYTICS PRIVATE LIMITED CIN: U29253MH2014PTC AUDITED FINANCIAL RESULTS Financial Year ended 31 st March 2017"

Randall May
5 years ago
Views:

1 ROLTA BI & BIG DATA ANALYTICS PRIVATE LIMITED CIN: U29253MH2014PTC AUDITED FINANCIAL RESULTS Financial Year ended 31 st March 2017

22 ROLTA DEFENCE TECHNOLOGY SYSTEMS PRIVATE LIMITED CIN: U74120MH2015PTC AUDITED FINANCIAL RESULTS Financial Year ended 31 st March 2017

44 ROLTA THALES LIMITED AUDITED FINANCIAL RESULTS Financial Year ended 31 st March 2017

94 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 KNAV P.A. One Lakeside Commons, Suite Hammond Drive NE Atlanta, GA 30328

95 Table of Contents Independent Auditor s Report... 3 Financial Statements... 4 BALANCE SHEET... 5 STATEMENT OF INCOME... 6 STATEMENT OF MEMBER S EQUITY... 7 STATEMENT OF CASH FLOWS... 8 Notes to Financial Statements... 9

Independent Auditor s Report Board of Directors Rolta Advizex Technologies LLC We have audited the accompanying balance sheet of Rolta Advizex Technologies LLC ( the Company ) as at March 31, 2017

96 Independent Auditor s Report Board of Directors Rolta Advizex Technologies LLC We have audited the accompanying balance sheet of Rolta Advizex Technologies LLC ( the Company ) as at March 31, 2017 and the related statements of income, members equity, and cash flows for the year then ended, and the related notes to the financial statements. Management's responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation 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 auditing standards generally accepted in the United States of America. Those standards require that we 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 organization'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 organization's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant 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 referred to above present fairly in all material respects, the financial position of Rolta Advizex Technologies LLC as of March 31, 2017 and the results of its operations and the cash flow for the year then ended, in accordance with the accounting principles generally accepted in the United States of America. KNAV P.A. Atlanta, Georgia May 26, 2017 KNAV P.A. Certified Public Accountants One Lakeside Commons, Suite Hammond Drive NE, Atlanta, GA T F E admin@knavcpa.com

97 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 Financial Statements

98 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 Balance sheet (All amounts in United States Dollars, unless otherwise stated) As at Notes March 31, 2017 ASSETS Current assets Cash and cash equivalents C 2,169,742 Accounts receivables, net D 32,920,612 Other receivables E 2,364,406 Unbilled revenue 1,656,749 Other current assets F 1,120,153 Total current assets $ 40,231,662 Non-current assets Property, computers and equipment G 512,180 Intangible assets H 6,260,242 Other assets I 53,222 Total assets $ 47,057,306 LIABILITIES AND MEMBER S EQUITY Current liabilities Accounts payable J 31,268,867 Deferred revenue 3,385,656 Other current liabilities K 2,132,499 Total current liabilities $ 36,787,022 Total liabilities $ 36,787,022 Member's equity S Membership units of $ 1 par value 100 units issued 100 Additional paid in capital 1,240,288 Accumulated surplus 9,029,896 Total member's equity $ 10,270,284 Total liabilities and member's equity $ 47,057,306 (The accompanying notes are an integral part of these financial statements)

99 Rolta Advizex Technologies LLC Financial Statement March 31, 2017 Statement of loss (All amounts in United States Dollars, unless otherwise stated) For the year ended Notes March 31, 2017 Revenue from operations Product sales revenue 196,842,769 Service revenue 39,200,830 Total $ 236,043,599 Cost and expenses Cost of product sales 166,489,354 Cost of service revenues 32,972,523 Employee cost 27,964,118 Depreciation and amortization 322,310 Selling, distribution and administration expense 9,407,778 Total operating expenses $ 237,156,083 Operating loss $ (1,112,484) Other income L 45,536 Net loss for the year $ (1,066,948) (The accompanying notes are an integral part of these financial statements)

100 Rolta Advizex Technologies LLC Financial Statement March 31, 2017 Statement of member s equity For the year ended March 31, 2017 (All amounts in United States Dollars, unless otherwise stated) Member s Unit No of units Amount Additional paid in capital Accumulated surplus Total member s equity Balance as at April 01, 2016 (Refer note T) ,015,670 11,333,658 12,349,428 Net loss for the year - (1,066,948) (1,066,948) Distributions during the year - (1,236,814) (1,236,814) Employee stock compensation expense 224, ,618 Balance as at March 31, ,240,288 9,029,896 10,270,284 (The accompanying notes are an integral part of these financial statements)

101 Rolta Advizex Technologies, LLC Financial Statements March 31, 2017 Statement of cash flow (All amounts in United States Dollars, unless otherwise stated) For the year ended March 31, 2017 Cash flows from operating activities Net loss $ (1,066,948) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization 322,310 Loss on sale of assets 23,792 Allowance for doubtful accounts 235,000 Employee stock compensation expense 224,618 Changes in operating assets and liabilities Accounts receivable 14,327,745 Other receivables (395,939) Unbilled revenue (1,025,270) Other current assets (417,074) Accounts payables (9,374,770) Deferred revenue 1,098,569 Other current liabilities (2,082,723) Net cash flows from operating activities $ 1,869,310 Cash flow from investing activities Purchase of property, computers and equipment (161,248) Purchase of software and intangible assets (733,662) Net proceeds from sale of assets 500 Net cash flows used in investing activities $ (894,410) Cash flow from financing activities Proceeds from credit facility 2,049,370 Repayment of credit facility (2,049,370) Dividend distributions (1,236,814) Net cash used in financing activities $ (1,236,814) Net decrease in cash and cash equivalents (261,914) Cash and cash equivalents at the beginning 2,431,656 Cash and cash equivalents at the end $ 2,169,742 Supplemental cash flow information Interest paid 4,533 (The accompanying notes are an integral part of these financial statement)

102 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 Notes to Financial Statements NOTE A - NATURE OF OPERATIONS Rolta Advizex Technologies LLC the Company ) is a limited liability company incorporated in Delaware, USA. On November 2, 2012, Rolta International Inc. acquired 100% of the membership interests in the Company. The Company did not apply pushdown accounting in connection with this acquisition. As a result, the Company did not reflect a new basis of accounting in its net assets to reflect Rolta International Inc.'s basis in the net assets it acquired. Rolta Advizex Technologies LLC is a provider of advanced IT solutions and managed services for enterprises. Since 1975, the Company's "Customers for Life" model has helped thousands of enterprises successfully manage change and embrace innovation through industry-leading products from HP, Dell, EMC, Microsoft, Oracle, SAP, VMware, and many others. The Company unites applications and infrastructure to create proven technology solutions that address real business challenges including big data, software-defined networking, and cloud computing. The Company provides services and technology solutions to customers in a wide variety of industries including banking and financial, manufacturing, retail and distribution, transportation, healthcare, education, governmental and utilities. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements is as follows: 1. Basis of preparation a. The accompanying financial statements are prepared under the historical cost convention on the accrual basis of accounting in accordance with the accounting and reporting requirements of generally accepted accounting principles in the United States ( US GAAP ) to reflect the financial position, results of operation and cash flows of the Company. b. The financial statements are for the year April 1, 2016 to March 31, Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The management s estimates for useful life of fixed assets and intangible assets, unbilled revenue, development phase of internally developed software, allowance for discounts and rebates, allowance for doubtful accounts, employee stock option expenses and estimation relating to unsettled transactions and events at the balance sheet date represent certain of these particularly sensitive estimates. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Actual results could differ from these estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods. 3. Cash and cash equivalents The Company considers all investments with original maturities of ninety days or less to be cash and cash equivalents. Cash and cash equivalents comprise of cash on hand and balances with banks including sweep investment deposits. 9

103 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 Cash balances in bank accounts are insured by the Federal Deposit Insurance Corporation up to an aggregate of $250,000. The Company believes it is not exposed to any significant risk on cash and cash equivalents. 4. Revenue recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all the following criteria are met: a. There is a persuasive evidence that an arrangement exists. b. Delivery has occurred or services have been rendered. c. The sales price is fixed or determinable. d. Collectability is reasonably assured. The Company derives revenue primarily from sale of information technology infrastructure and provision of information technology enabled services as follows: Product sales Revenue from product sales is recognized upon shipment to customers with Free-On-Board ( FOB ) shipping point terms, whereby title and risk of loss pass to the customers upon shipment of goods from the docks of Original Equipment Manufacturers ( OEM ) or the vendors. Cost is recognized as product sales revenue is recognized. Service revenue Revenue from service contract and other services are mainly derived from both, time-and material and fixed price contracts. Revenue from time and material contracts are recognized as and when the related services are rendered by the Company. Revenue from fixed price contracts is recognized as per proportional performance method. The Company also recognizes revenue on certain fixed price contracts based on completion of agreed upon milestones. Deferred revenue Deferred revenue on the accompanying balance sheets represents amounts collected or billed prior to satisfying the above revenue recognition criteria. Unbilled revenue Unbilled revenue on the accompanying balance sheets represents amounts accrued during the current year but not billed to the customers. Reimbursements for out-of-pocket expenses The Company has accounted for reimbursements received for out-of-pockets expenses as revenues in the statement of income. 5. Goodwill Goodwill represents the excess of purchase cost over the fair value of the net tangible and other intangible assets acquired and does not reflect the purchase price adjustments associated with the acquisition of the Company by Rolta International Inc. In accordance with Accounting Standards Codification ( ASC ) No. 350, Intangibles Goodwill and Other, the Company does not amortize goodwill, but goodwill is subject to an impairment test conducted annually or more frequently if indicators of impairment arise. 10

104 Rolta Advizex Technologies LLC Financial Statements March 31, Property, computers and equipment Property, computers and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is provided over the estimated useful life of the assets using the straight-line method. Expenditures for maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost of the asset and related depreciation are eliminated from the financial records. Any gain or loss on disposition is credited or charged to income. Leasehold improvements depreciation is provided on a straight-line basis over term of the lease. The estimated useful life used to determine depreciation is: Class of asset Office equipment Computer equipment Purchased Software Leasehold improvements Useful life 3 to 10 years 3 years 3 years Over the lease term 7. Internally developed software costs The Company during the year capitalized costs related to development of internal use software. Costs incurred during the preliminary project work stage or conceptual stage are expensed as incurred. Costs incurred in the application development phase are capitalized and are amortized using the straight-line method over the useful life of the software for 10 years. Costs incurred during the post-implementation/operation stage, including training costs and maintenance costs, are expensed as incurred. Accordingly, the Company capitalized internally developed software costs of $ 691,093. Amortization expense related to software development costs was $ 5, Impairment of long-lived assets Long-lived assets, including certain identifiable intangible assets, to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such assets are considered to be impaired if the carrying amount of the assets is higher than the future undiscounted net cash flows expected to be generated from the assets. The impairment amount to be recognized is measured by the amount by which the carrying value of the assets exceeds its fair value. 9. Allowance for doubtful accounts The Company follows specific identification method for recognizing bad debts. Management analyses accounts receivable and the composition of the accounts receivable aging, historical bad debts, current economic trends and customer credit worthiness when evaluating the adequacy of the provision for doubtful accounts. Allowance for doubtful accounts is included in selling, general and administrative expenses in the statement of income 10. Shipping and handling costs The Company has accounted for amounts billed to customer for freight incurred in connection with sale of goods as revenue in the statement of income. 11. Advertising expense Advertising costs are presented as part of selling, general, and administrative expenses in the statement of income. Non-response advertising costs are expensed as incurred. The amount of advertising and marketing costs incurred by the Company for the year ended March 31, 2017 amounts to $ 1,589,

105 Rolta Advizex Technologies LLC Financial Statements March 31, Reimbursements for marketing development expenditure and product sale rebates from vendors The Company has accounted for reimbursements for marketing development expenditure and product sale rebates from vendors as net of related expense and cost of product sales respectively in the statement of income. 13. Income taxes The Company being a single-member limited liability company is disregarded as an entity separate from its owner and the operations are included in the federal and state income tax returns of the single member. The Company is required to make periodic distributions to its members in amounts representing the liability for the member's combined federal and state income taxes calculated at specified rates based on the Company's estimate of taxable income. For the year ended March 31, 2017, the Company paid $ 1,236,814 to its members as distributions. Consequently, the Company does not have any uncertain tax positions that would require recognition in the financial statements. 14. Fair value measurements and financial instruments The carrying amounts of financial instruments reported in the balance sheets approximate fair value. 15. Operating leases Lease rent payments under operating lease are recognized as an expense on a straight-line basis over the lease term in the statement of income. 16. Share based compensation: The Company accounts for stock based compensation expense relating to equity stock options that will be settled in shares of Rolta India Limited, the ultimate parent company. The Company computes the fair value of options granted using the Black Scholes option pricing model. An amount equal to such compensation expense for the year is credited to additional paid in capital of the Company. The Company has used guidance in ASC 718; Compensation-Stock Compensation to account for employee share based payments. ASC 718 requires share-based payments to employees, including grants of employee stock options and purchases under employee stock purchase plans, to be recognized in statements of income based on their fair values. In accordance with ASC 718, the Company recognized stock based compensation for awards granted by the ultimate parent company, that are expected to vest on a straight-line basis over the requisite service period of the awards. In respect of awards that have a graded vesting schedule and with only service conditions, compensation cost is recognized on straight line basis over the requisite service period for each separately vesting portion of the award as if the award was-in-substance, multiple awards. In determining whether an award is expected to vest, the Company uses an estimated forfeiture rate based on historical rates. The estimated forfeiture rate is updated for actual forfeitures annually. 17. Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. 12

106 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 NOTE C - CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise of the following: As at March 31, 2017 Balances with Banks 2,169,742 Total $ 2,169,742 Cash balances in bank account are insured by the Federal Deposit Insurance Corporation up to an aggregate of $250,000. NOTE D - ACCOUNTS RECEIVABLE, NET OF ALLOWANCES Accounts receivable comprise of: As at March 31, 2017 Trade receivables 27,553,284 Related party receivable 5,682,583 Less: Allowance for doubtful accounts (315,255) Accounts receivable, net of allowances $ 32,920,612 The activities in the provision for doubtful accounts are as given below- Year ended March 31, 2017 Balance at beginning of the year 200,644 Provisions made during the year 235,000 Bad debts written-off during the year (120,389) Balance at end of the year $ 315,255 NOTE E OTHER RECEIVABLES Other receivables comprise of: As at March 31, 2017 Marketing development receivables 628,372 Product sales rebate receivables 1,689,699 Other receivables 46,335 Total $ 2,364,406 13

107 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 NOTE F OTHER CURRENT ASSETS Other current assets comprise of: As at March 31, 2017 Prepaid expenses 983,154 Prepaid state and local sales taxes 136,999 Total $ 1,120,153 NOTE G PROPERTY, COMPUTERS AND EQUIPMENT Property, computers and equipment comprise of the following: As at March 31, 2017 Computer & software 719,069 Office equipment 1,681,158 Leasehold equipment 34,170 Total 2,434,397 Accumulated depreciation (1,922,217) Property, computers and equipment, net $ 512,180 Depreciation expense for the year ended March 31, 2017 is $ 304,726. NOTE H INTANGIBLE ASSETS As at March 31, 2017 Goodwill 5,544,164 Software 733,662 Total 6,277,826 Accumulated amortization (17,584) Intangible assets, net $ 6,260,242 During the year ended March 31, 2017, the Company capitalized cost of internally developed software amounting to $ 691,093. The software is an internal use software which is not intended to be marketed externally. It replaces the previously existing internal use software. The capitalized cost includes internal and external consulting costs incurred to develop the internal use software during the application development stage. Amortization expense related to internally developed software was $ 5,759 for the year ended March 31, Total accumulated amortization expense at March 31, 2017 is $ 17,584. Useful life for internally developed software is 10 years, whereas for externally purchased software is 3 years. 14

108 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 NOTE I OTHER ASSETS Other assets comprise of: As at March 31, 2017 Security deposits 53,222 Total $ 53,222 NOTE J- ACCOUNTS PAYABLE Accounts payable comprise of the following: As at March 31, 2017 Accounts payable 30,612,260 Related party payable 656,607 Total $ 31,268,867 NOTE K OTHER CURRENT LIABILITIES Other current liabilities comprise of the following: As at March 31, 2017 Accrued employee cost 1,853,277 Accrued expenses 279,222 Total $ 2,132,499 NOTE L OTHER INCOME Other income comprises of the following: As at March 31, 2017 Sales tax discount 39,911 Interest income 5,625 Total $ 45,536 NOTE M COMMITMENTS AND CONTINGENCIES The Company leases its office premises at different locations from unrelated parties under operating leases that expire at various dates through As per the terms of these lease agreements, the Company is subject to certain annual rent escalation clauses. In accordance with accounting principles generally accepted in the United States of America, the Company records monthly rent expense on straight-line basis over the term of lease. 15

109 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 Future minimum lease commitments at March 31, 2017, are as follows: For the year ending March 31, Amount (USD) , , , , ,959 Total 3,001,151 Rent expense is $ 1,296,417 for the year ended March 31, NOTE N RELATED PARTY TRANSACTIONS Related parties with whom transactions have taken place during the year: a) Rolta India Limited ultimate parent company b) Rolta International Inc. sole member of the Company c) Rolta Canada Limited fellow subsidiary d) Rolta Americas LLC fellow subsidiary Summary of transactions with the related parties is as follows: Transactions during the year For the year ended March 31, 2017 Rolta International Inc. Services received by the Company 275,730 Services provided by the Company (4,453,403) Expenses reimbursed by the Company 12,538 Expenses reimbursed to the Company (318,090) Dividend paid by the Company 1,236,814 Rolta India Limited Services received by the Company 2,169,832 Expenses reimbursed by the Company 139,702 Rolta Canada Limited Services provided by the Company (740,604) As at Balances at the end of the year net receivable (payable): March 31, 2017 Rolta International Inc. 5,640,170 Rolta Canada Limited 42,113 Rolta India Limited (656,607) Rolta Americas LLC

110 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 The total net accounts receivable from all related parties was $ 5,025,976 as of March 31, These related party transactions are in the normal course of business operations and have been valued in these financial statements at the exchange amount which is the amount of consideration established and agreed to by the related parties. NOTE O CONCENTRATION RISK During the year ended March 31, 2017, purchases from the top three suppliers contributed to 77% of the total product cost of sales and 73% of the Company's total accounts payable. For the year ended March 31, 2017, there was not a significant concentration of revenues attributable to a single customer. As at March 31, 2017, the top three customers of the company accounted for 21% of total trade receivables of the company. During the year ended March 31, 2017, the majority of the revenue from operations was from North America. NOTE P - RISK AND UNCERTAINITIES The future results of the Company s operations involve a number of risks and uncertainties. Factors that could indirectly affect the future operating results of the Company and cause actual results to vary materially from expectations include, but are not limited to: deterioration in general economic conditions; the ability of the Company to effectively manage operating costs and increase operating efficiencies; declines in sales; competitive factors, including but not limited to pricing pressures; technological and market changes; the ability to attract and retain qualified employees and the ability of the Company to execute on its business plan. NOTE Q - LINE OF CREDIT The Company had a line of credit with Wells Fargo Bank, which was replaced effective January 31, 2017 with a new credit facility with Wells Fargo Capital Finance, which contains both a channel financing facility and a line of credit. The previous facility with Wells Fargo Bank, originally dated in September 2007, was extinguished concurrently. There were no borrowings outstanding at March 31, 2017 under either facility. The channel financing portion of the new facility is a mechanism by which Wells funds certain Company s product purchase transactions from qualifying OEM vendors to extend payment terms. The line of credit portion of the new facility is an open borrowing mechanism and can be used both to fund channel purchases that exceed 60-day terms and for general working capital purposes. Available capacity is determined by a borrowing base calculation based on eligible collateral as defined. The facility is subject to a total credit limit of $ 30 million and the line of credit is subject to a sublimit of $ 20 million, included in that amount. The overall limit can be increased to match purchasing volume with prior underwriting approval but without a contractual amendment. The facility is subject to covenants which require the Company to maintain minimum cumulative EBITDA amounts and minimum free cash flows as described in the agreement. The Company has pledged all property including receivables, property and equipment and all deposit accounts as collateral against borrowings. The Company defaulted on the free cash flow covenant at March 31, The Company was also in free cash flow covenant default at April 30, 2017, and then subsequently defaulted on the EBITDA covenant at April 30,

111 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 The Company is currently working closely with Wells to obtain covenant waivers until remedied and/or reorganize the facility. NOTE R STOCK COMPENSATION EXPENSE In 2013, Rolta India Limited ( RIL ), the ultimate parent company issued stock option incentive plans, under which the employees of the Company may subscribe to stock options. Under the plan, stock options to purchase RIL s common stock may be granted to employees at prices not lower than fair value at the date of grant. Stock options have a maximum term of 10 years. Activity under the plan to the extent related to employees of the Company: Balance as on Number of ESOP s Weighted-average exercise price Weighted average remaining contractual life (Years) Aggregate intrinsic value March 31, , ,029 Granted - - Exercised - - Cancelled - - March 31, , ,088 Granted 1,275, Exercised - - Cancelled - - March 31, ,575, ,674,796 Granted 500, Exercised (99,980) 0.15 Cancelled (250,000) 0.15 March 31, ,725, ,890,324 Granted 150, Exercised - - Cancelled (400,000) 0.15 March 31, ,475, ,521,873 Options vested and Exercisable 150, ,731 The weighted average exercise price of options is Indian Rupee 10 which is equivalent to $ The Company has recognized $ 224,618 as stock based compensation expenses for the year ended March 31, The following table summarizes information about the pre-tax intrinsic value of options exercised, and the weighted average grant date fair value per share of options granted. As at March 31, 2017 Intrinsic value of options exercised 78,772 Weighted average grant date fair value per share of stock options granted

112 Rolta Advizex Technologies LLC Financial Statements March 31, 2017 The grant date fair value of options has been estimated using the Black-Scholes single option pricing model with following assumptions: NOTE S MEMBER UNITS Member units Particulars 2017 Risk free Interest Rate 8% Expected Dividend Yield 30% Expected Life of Option in Years 4.5 Weighted Average Expected Volatility 34% At March 31, 2017, Rolta International Inc. is a sole member of the Company holding 100 member units at a par value of $1.00 each totaling to $100. Voting Each holder of the unit is entitled to one vote in respect of each unit held. Liquidation In the event of liquidation of the Company, the holders of the member units shall be entitled to receive all of the remaining assets of the Company. Such amounts will be in proportion to the number of units held by the member. Dividend During the year ended March 31, 2017, the Company paid dividend amounting to $1,236,814 to its member. NOTE T RESTATEMENT The Company restated the previously issued financial statements by recognizing employee stock compensation expenses amounting to $ 333,618 and $ 441,852 for the years ended March 31, 2016 and March 31, 2015 respectively thereby reducing the net income of the previous years. The restatement resulted in decrease in the accumulated surplus and increase in the additional paid-in-capital by $775,470 as on April 1, NOTE U SUBSEQUENT EVENTS The Company evaluated all events and transactions that occurred after March 31, 2017 through May 26, 2017; the date the financial statements are issued. Further, based on its evaluation, the Company is not aware of any events or transactions that would require recognition or disclosure in the financial statements. 19

113

114

115

116

117

118

119

120

121

122

123

124

125

126

127

128

129

130

131

132

133

134

135

136

137

138

139

140

141

142

143

144

145

146

147

148

149

150

151

152

153

154

155

156

157

158

159

160

161

162

163

164

165

166

167

168

169

170

171

172

173

174

175

176

177

178

179

180

181

182

183

184

185

186

187

188

189

190

191

192

193

194

195

196

197

198

199

200

201

202

203

204

205

206

207

208

209

210

211

212

213

214

215

216

217

218

219

220

221

222

223

224

225

226

227

228

229

230

231

232

233

234

235

236

237

238

239

240

241

242

243

244

245

246

247

248

249

250

251

252

253

254

255

256

257

258

259

260

261

262

263

264

265

266

267

268

269

270

271

272

273

274

275

276

277

278

279

280

281

282

283

284

285

286

287

288

289

290

291

292

293

294

295

KNAV P.A. Certified Public Accountants One Lakeside Commons, Suite 850, 990 Hammond Drive NE, Atlanta, GA 30328

KNAV P.A. Certified Public Accountants One Lakeside Commons, Suite 850, 990 Hammond Drive NE, Atlanta, GA 30328 Table of Contents INDEPENDENT AUDITOR S REPORT... 3 FINANCIAL STATEMENTS... 4 Balance sheets...