DataWind Inc. Condensed Consolidated Financial statements of

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1 Condensed Consolidated Financial statements of DataWind Inc. For the three and nine months ended December 31, 2014 and 2013 (in thousands of Canadian dollars) (Unaudited)

2 Contents Notice to Reader 2 Interim Condensed Consolidated Financial Statements Balance Sheet 3 Statement of Loss and Comprehensive Loss 4 Statement of Changes in Shareholders Equity 5 Statement of Cash Flows 6 Notes to Interim Condensed Consolidated Financial Statements 7-23

3 Notice to Reader The accompanying unaudited condensed consolidated financial statements of DataWind Inc. for the three and nine months ended December 31, 2014 have been prepared by Management and approved by the Audit Committee and the Board of Directors of the Company. These statements have not been reviewed by the Company s external auditors. Date: February 12, 2015 _ Suneet Tuli Suneet Tuli CEO _ Dan Hilton Dan Hilton CFO 2

4 INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at December 31, 2014 and March 31, 2014 (unaudited, in thousands of Canadian dollars) December 31, March 31, ASSETS Note Current assets Cash and cash equivalents 4 $ 15,990 $ 747 Trade and other receivables 5 10,212 3,620 Inventories 7,573 1,583 33,775 5,950 Non-current assets Property, plant and equipment Intangible assets - - Total Assets 33,953 $ 6,084 LIABILITIES Current liabilities Accounts payable and accrued liabilities 8 $ 9,758 $ 8,649 Loans and borrowings 9 5, Non-current liabilities 15,650 8,774 Long-term debt - - Due to related party/shareholders - - Total Liabilities 15,650 8,774 SHAREHOLDERS EQUITY Share capital 10 56,529 29,287 Contributed Surplus 1, Accumulated other comprehensive income 1,696 1,639 Retained earnings (deficit) (41,175) (34,448) Total Shareholders' Equity 18,303 (2,690) Total Liabilities and Shareholders' Equity $ 33,953 $ 6,084 The accompanying notes are an integral part of these interim condensed consolidated financial statements 3

5 INTERIM CONDENSED CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS (unaudited, in thousands of Canadian dollars, except the number of shares) Three months ended Nine months ended Note December 31, December 31, Revenue $ 8,541 $ 5,532 $ 20,718 $ 17,847 Cost of goods sold 7,021 4,497 17,367 16,305 Gross profit 1,520 1,035 3,351 1,542 Operating expenses: Research and development ,381 1,042 Administration cost 11 3,068 1,235 6,939 3,356 IPO transaction costs (156) - 1,902 - Total operating expenses 3,469 1,593 10,222 4,398 Operating loss (1,948) (558) (6,870) (2,856) Finance and other income Finance expense (99) (25) (124) (264) Loss before income taxes (2,011) (583) (6,922) (3,120) Tax expense - - Net loss (2,011) (583) (6,922) (3,120) Other comprehensive income, net of tax: Foreign exchange translation gain/loss (19) (2) Net loss and total comprehensive loss for the period (2,030) (585) (6,856) (2,953) Net loss per share Basic ($ 0.09) ($ 0.00) ($ 0.35) ($ 0.02) Weighted average shares outstanding (000's): Basic and fully diluted 21, ,218 19, ,907 The accompanying notes are an integral part of these interim condensed consolidated financial statements 4

6 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY For the three and nine month periods ended December 31, 2014 (unaudited, in thousands of Canadian dollars) Note Number of Shares Share Capital Contributed surplus Accumulated other comprehensive income (loss) Retained earnings (deficit) Equity/ Deficiency Balance at September 31, ,983 $ 56,529 $ 1,190 $ 1,715 $ (39,165) $ 20,268 Stock based compensation Share issuance Net loss (2,011) (2,011) Foreign currency translation gain (loss) (19) - (19) Balance at December 31, ,983 $ 56,529 $ 1,253 $ 1,696 $ (41,175) $ 18,303 5

7 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the three and nine month periods ended December 31, 2014 (unaudited, in thousands of Canadian dollars) Three months ended Nine months ended December 31, December 31, note Cash flows from operating activities Net loss for the period $ (2,030) $ (6,856) Non-cash items: Depreciation of property, plant and equipment Unrealized foreign exchange (gain) loss 19 (66) Stock based compensation (1,935) (6,466) Changes in working capital items Accounts receivable (2,178) (6,505) Accounts payable and accrued liabilities (3,394) 1,006 Inventories (3,771) (5,939) Net cash provided by (used in) operating activities (11,278) (17,904) Cash flows from investing activities Acquisition of property, plant and equipment 6 (14) (67) Net cash provided by (used in) investing activities (14) (67) Cash flows from financing activities Issuance of common shares - 30,001 Share issuance costs - (3,490) Special warrants issued Loans and borrowings 5,892 5,767 Increase/(decrease) in long-term debt - Increase/(decrease) in use of credit facilities - Net cash generated by (used in) financing activities 5,892 33,174 Net change in cash and cash equivalents (5,400) 15,203 Cash and cash equivalents Beginning of period 21, Exchange gains/losses (53) 40 Cash and cash equivalents End of period 15,990 15,990 Comparable cash flow statements are unavailable. The accompanying notes are an integral part of these interim condensed consolidated financial statements 6

8 1. Description of business DataWind Inc. (the "Company" or "DataWind") was incorporated on April 16, 2014 under the Ontario Business Corporations Act and its head office is located at 7895 Tranmere Drive, Suite 207, Mississauga, Ontario, Canada. DataWind is a publicly-traded company listed on the Toronto Stock Exchange (TSX:DW). The Company is a leader in low-cost Internet connectivity for emerging markets and its mission is to bring the Internet, which has the ability to create tremendous social and economic benefits, to billions of unconnected people in the developing world. On July 8, 2014, and immediately prior to the completion of the initial public offering of Datawind shares on same date, all issued and outstanding Ordinary shares of Datawind UK Plc. ("Datawind UK"), an entity under common control with the Company, were exchanged for Common shares on the basis of ten Datawind UK Ordinary shares for one Common share of the Company. Holders of DataWind UK Ordinary shares became shareholders of DataWind and Datawind UK became a wholly-owned subsidiary of DataWind (the "Pre-IPO Reorganization"). This Pre-IPO Reorganization has been accounted for as a reorganization and capital transaction of DataWind UK such that the consolidated financial statements of DataWind are a continuation of, and reflect, the historic financial position and results of operations of DataWind UK retrospectively based on the carrying values and results of operations presented in the Datawind UK historic consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with DataWind s annual, audited financial statements approved by the Company s Board of Directors. Amounts reported are in thousands of Canadian dollars, except where noted. 2. Basis of preparation Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Basis of measurement These statements have been prepared on a historical cost basis except for stock-based compensation, which is measured at fair value. Historical cost is generally based upon the fair value of the consideration given in exchange for assets. The expenses within the statements of comprehensive loss are presented by nature. Approval of consolidated financial statements These consolidated financial statements were approved and authorized for issue by the Board of Directors on February 12, Change in Presentation currency The presentation currency of the Company s consolidated financial statements is the Canadian dollar. While each of the Company s subsidiaries has its own functional currency, the functional currency of the parent company, DataWind Inc., is the Canadian dollar. However, the majority of the revenues, cost of revenues and operating expenses from significant subsidiaries are transacted in Indian rupees and US dollars. Presenting these financial statements in Canadian $ allows investors to more easily compare the Company s results with most of its direct competitors. Refer to note 15 for the functional currencies of each of the subsidiaries. The financial information contained herein has been prepared by translating the functional currency amounts into Canadian dollars using the procedures outlined below: Assets and liabilities were translated into CAD at historic rates. Revenues and costs were translated into CAD at average exchange rates where applicable. Share capital and other equity components were translated at historic exchange rates. Differences resulting from the retranslation have been taken to other comprehensive income. 7

9 Use of estimates and judgments The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note Significant accounting policies Basis of consolidation Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Datawind UK Plc is 100% owned by Datawind Inc. The subsidiaries of Datawind UK Plc at December 31, 2014, all of which have been included in these consolidated financial statements, are as follows: Name Country of incorporation Proportion of ownership DataWind Limited United Kingdom 100% Tablet Investments DataWind Net United KIngdom Canada 100% 100% Access Corporation DataWind Innovation Pvt LTD India 99.99% During the period the company purchased an additional 499 shares in DataWind Innovations, bringing the total ownership to 99.99%. Goodwill Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the acquirer s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. All goodwill has been written down to nil in previous periods. 8

10 Property, plant and equipment Items of property, plant and equipment are initially recognised at cost. Depreciation is provided on all other items of office and computer equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates: Office and computer equipment 33% per annum straight line An asset s residual value, useful life and amortization method are reviewed at each financial year and adjusted if appropriate. When parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment. Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the equipment and are recognized in profit or loss. Financial assets The Group classifies its financial assets into one category only as discussed below, depending on the purpose for which the asset was acquired. The Group has not classified any of its financial assets held to maturity and fair value through profit and loss. The Group accounting policy used is as follows: Loans and receivables These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, The amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less, Financial liabilities The Group classifies its financial liabilities in one category only. Other financial liabilities include the following items: Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using 9

11 the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method. Revenue Revenue from the sales of goods is recognised when the Group has transferred the significant risks and rewards of ownership to the buyer and it is probable that the Group will receive the previously agreed upon payment. These criteria are considered to be met as follows: At the time the device is picked up by the third party distribution company for cash on delivery sales At the time when the retailer receives delivery for retail sales. Where a buyer has a right of return, the company replaces the unit or gives a credit to the customer when it is received. Any faulty units are returned to the manufacturer for repair and return. Where there are known returns after the year end, a provision for the lost revenue is allowed in the current year. Any credits from the manufacturer are recognised on the date credits are received. Revenue received in respect of the connection and data fees is deferred and recognised over the initial subscription period. Provided the amount of revenue can be measured reliably and it is probable that the Group will receive any consideration, revenue for services is recognised in the period in which they are rendered. Share-based payments Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Inventories Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Externally acquired intangible assets Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below). In-process research and development programmes acquired in such combinations are recognised as an asset even if subsequent expenditure is written off because the criteria specified in the policy for development costs below are not met. 10

12 Development cost assets have a finite useful life of 5 years starting from Amortisation of the asset is included with the administration expenses in the consolidated statement of comprehensive income. Internally generated intangible assets (development costs) Expenditures on internally developed products are capitalised if it can be demonstrated that: it is technically feasible to develop the product for it to be sold; adequate resources are available to complete the development; there is an intention to complete and sell the product; the Group is able to sell the product; sale of the product will generate future economic benefits; and expenditure on the project can be measured reliably. Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The amortisation expense is shown within administration cost in the consolidated statement of comprehensive income. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred. Foreign currency All figures presented in the financial statements and tabular disclosures to the financial statements are reflected in Canadian dollars, which is the functional currency of the Company. Foreign currency transactions are translated into Canadian dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are translated to Canadian dollars at the foreign exchange rate applicable at that date. Realized and unrealized exchange gains and losses are recognized through profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Dividends Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the AGM. Share capital Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Group s ordinary shares are classified as equity instruments. 11

13 Leased assets Where substantially all of the risks and rewards incidental to ownership are not transferred to the Group (an "operating lease"), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straight-line basis. Deferred taxation Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: the initial recognition of goodwill; the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: the same taxable group company; or different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. Non-recognition of deferred tax assets A deferred tax asset is recognised for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the unused tax losses can be utilised. In assessing the probability that taxable profits will be available, the following are considered: Whether the Group has sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity, which will result in taxable amounts against which the unused tax losses can be utilised before they expire; Whether it is probable that the Group will have taxable profits before the unused tax losses expire; Whether the unused tax losses result from identifiable causes which are unlikely to recur; and Whether tax planning opportunities are available to the Group that will create taxable profit in the period in which the unused tax losses or unused tax credits can be utilised. 12

14 (l) Critical accounting estimates and judgments The Group makes certain estimates and assumptions regarding the future. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Warranty claims The Group generally offers one-year and three year warranties on most of its products. The Group has not provided any future warranty claims as any claims will be reverted back to the manufacturer. Inventory Inventories are initially recognized at cost, and subsequently at the lower of cost and net realizable value. The Group has provided against all old stock of devices and components which do not relate to the new Tablet devices. The total provision amounts to nil in the period (2014: nil). Non-recognition of deferred tax assets Deferred tax on carry forward losses can only be recognized where it is probable that taxable profits will be available in future to utilize these losses. From historical data and future UK sales forecasting it is not probable that future profits will be available within the UK to utilize these losses in the foreseeable future. Provisions Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. Changes in accounting policies a) New standards, interpretations and amendments effective from 1 April The following new standards, interpretations and amendments, applied for the first time from 1 April 2013, have had an effect on the financial statements Annual Improvements to IFRSs Amendments to IAS 1 Presentation of Items of Other Comprehensive Income Amendments to IAS 16 Property, Plant and Equipment Amendments to IAS 32 Offsetting financial assets and financial liabilities Amendments to IAS 34 Interim financial reporting IFRS 10 Consolidated Financial Statements IFRS 11 Joint Arrangements IFRS 12 Disclosure of interests in other entities IFRS 13 Fair Value Measurement 13

15 There has been no impact on the results, cash flows, financial position of the Group or their presentation as a result of the adoption of these standards. b) New standards, interpretations and amendments not yet applied At the date of approval of these financial statements, the following relevant standards and interpretations were issued but not yet mandatory. The Group has not applied these standards and interpretations in the preparation of these financial statements. IFRS 9 Financial Instruments Annual Improvements to IFRSs ( Cycle) Annual Improvements to IFRSs ( Cycle) Narrow-scope amendments to IAS 36 Impairment of Assets Narrow-scope amendments to IAS 39 Financial Instruments: Recognition and Measurement IFRIC 21 Levies The Directors do not anticipate that the adoption of the standards and amendment will have a material impact on the Group s financial statements in the period of initial application. 4. Cash and Cash Equivalents December 31,2014 March 31,2014 Cash $ 2,611 $ 747 Short-term investments 13,379 - All cash and short term investments are held in high rated banks -Barclays Bank plc, Bank of Montreal and HDFC. Short term investments are held in diverse government bonds and treasury bills to ensure maximum FDIC insurance coverage. 5. Trade and other receivables December 31, 2014 March 31, 2014 Trade receivables $ 9,814 $ 3,394 Provision against trade receivables - Trade receivables - net 9,814 3,394 Interest receivable 72 - Total financial assets other than cash and cash equivalents classified as loans and receivables 9,886 3,394 Prepayments Total trade and other receivables 10,212 3,620 Current portion 10,212 3,620 14

16 6. Property, plant and equipment 2014 Cost Balance at Sept 30, 2014 Additions Acquired through Business Combination Foreign Exchange Movements Balance at Dec 31, 2014 Property, plant and equipment $ $ Total $ 272 $ 15 $ - $ - $ 288 Accumulated amortization Balance atsept 30, 2014 Amortization Acquired through Business Combination Foreign Exchange Movements Balance at Decr 31, 2014 Property, plant and equipment $ $ Total $ 85 $ 12 $ - $ - $ 110 Carrying value $ 175 $ 2 $ - $ - $ Cost Balance at March 31, 2013 Additions Acquired through Business Combination Foreign Exchange Movements Balance at September 30, 2013 Property, plant and equipment $ (5) $ Total $ 212 $ 12 $ - $(5) $ 219 Accumulated amortization Balance at March 31, 2013 Amortization Acquired through Business Combination Foreign Exchange Movements Balance at September 30, 2013 Property, plant and equipment $ (5) $ 84 Total $ 80 $ 9 $ - $(5) $ 84 Carrying value $ 132 $ 3 $ - $ - $

17 7. Investment in subsidiary undertakings Cost or valuation At 31 December 2014 $ 2,295 The subsidiaries of Datawind Inc. as at December 2014, all of which have been included in these consolidated financial statements, are as follows Name Country of incorporation Proportion of ownership Datawind UK Plc United Kingdom 100% Tablet Investments United Kingdom 100% DataWind Limited United Kingdom 100% DataWind Net Access Canada 100% Corporation DataWind Innovation Pvt LTD India 99.99% During the period, the Company purchased an additional 499 shares in DataWind Innovations, bringing the total ownership to 99.99% and it purchased Tablet Investments at cost to better report this financing vehicle as a consolidated unit of the Company 8. Current Liabilities December 31, 2014 March 31, 2014 Trade payables $ 9,349 $ 8,028 Other payables Accruals Total financial liabilities, excluding loans and borrowings classified as financial liabilities measured at amortized cost 9,586 8,450 Other payables - tax and social security payments Deferred revenue Loans 5, Total current liabilities 15,650 8,774 December 31, 2014 March 31, 2014 up to 3 months $ 15,551 $ 8,737 3 to 6 months to 12 months - - Current portion 15,650 8,774 16

18 9. Loans and borrowings There are no undrawn and committed facilities available to the Group. At December 31, 2014 At March 31, 2014 Book Fair Book Fair Value Value Value Value Short-term loans $ 5,892 $ 5,892 $125 $ Share capital On July 8th, 2014, Datawind UK Plc, completed a reverse takeover of the Canadian entity Datawind Inc. and concurrently consolidated its share capital on a 10:1 basis and issued 6,316,000 new shares. In addition, 234,935 existing special warrants were exchanged for common shares of Datawind Inc on a 1:1 basis (see consolidated statement of changes in equity). As at December 31, 2014, there are 21,982,669 common shares outstanding. Option Plan The company s share option scheme (the scheme ) was approved on 14 July Under the scheme the remuneration committee recommend the granting of options over shares in the company to employees of the group subject to achieving various performance targets to the board of directors. Options are granted with a fixed exercise price and have a contractual life of 10 years. Options were valued using the Black-Scholes option pricing model. No performance conditions were included in the fair value calculations. A reconciliation of option movements over the year to 31 December 2014 is shown below: Weighted Weighted average average exercise exercise Number price Number price Dec-2014 Dec-2014 Mar 2014 Mar 2014 Outstanding at start of period 5,284,994 $ ,849,943 $0.32 Restatement Granted in the period - 1,477,652 - $2.70 Lapsed during the period (67,467) - Outstanding at end of year 6,695,179 $ ,849,943 $0.32 Exercisable at end of year 4,156,262 $ ,542,126 $

19 The fair value per option granted and the assumptions used in the calculation are as follows: December 2014 March 2014 Share price at grant date $2.70 n/a Weighted average exercise price $3.80 n/a Weighted average vesting period (years) 1.5 n/a Expected volatility 38% n/a Risk free rate 1.8% n/a Weighted average fair value per option $0.72 n/a The expected volatility is based upon publicly available volatility measures of comparable companies. The risk free rate of return is the yield based on US treasury government bonds of a term consistent with the option life. The total charge for the year relating to employee share based payment plans was $421,000 ( $289,000) all of which related to equity settled share-based payment transaction. 11. Administrative Expenses December. 31, 2014 December. 31, 2013 Salaries 1, Selling and marketing Travel Depreciation of property, plant and equipment Bad debts 9 - Share based compensation Other Finance income and expense 3,068 1,235 Dec 31, 2014 Dec Interest income 36 - Interest expense on financial liabilities measured at amortised cost (99) (56) 13. Related parties (63) (56) During the period the Group entered into the following related party transactions. With the exception of inventory financing, all amounts owing to related parties have been paid during the quarter with no outstanding balances. 18

20 Datawind Research Inc. External transactions with Datawind Research Inc, a company which is 100% owned by a director, are done in the normal course of business and relate to the purchase of product development services. Sale of goods Purchase of R&D Services Amounts owed by Related Party Amount owed by Related Party $ 000 $ 000 $ 000 $ 000 Year ended 31 March , Dec Nil- - - Tablet Investment Limited During the quarter, the Group purchased stock from Tablet Investment Limited, a company in which a director is a shareholder and director, totaling CAD $5,743,987 (Sep, 2014 CAD $4,201,784). At December 31, $Nil (March 31,2014 CAD $7,734,000) was owed to the related party Ontario Inc. External transactions with Ontario Inc., a company under common ownership, are done in the normal course of business and relate to managerial services provided to the Group by Raja, Suneet, and Lakhbir Tuli. During the period, the Group incurred $283,000 in costs (2013: nil). No further amounts are due. 14. Commitments and Contingencies At 31 December 2014 the group had operating lease agreements in respect of properties for which the payments extend over a number of years. Total payment to end of lease under non-cancellable operating leases expiring: December 31, 2014 March 31, 2014 No later than one year Later than one year and not later than 5 years During the period the Group received an Application for an Order of Payment from a supplier for a dispute over an agreement between DataWind Limited and the supplier. DataWind Limited has filed an objection against this claim and the directors are of the opinion that DataWind Limited will settle this claim with no cost to the Group. Accordingly no provision for any liability from such claim has been made in the statements. 19

21 15. Financial instruments General objectives, policies and processes The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The Board receives monthly reports from the Chief Finance Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: Trade receivables Cash and cash equivalents Trade and other payables The Group is exposed through its operations to the following financial risks: Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices. Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with reasonable rating are accepted. Quantitative disclosures of the credit risk exposure in relation to financial assets are set out below. Financial Assets At Dec 31, 2014 At March 31, 2014 Carrying Value Maximum Exposure Carrying Value Maximum Exposure Cash and cash equivalents 15,990 15, Trade and other receivables 10,212 10,212 3,620 3,620 Total financial assets $26,202 $26,202 $ 4,367 $ 4,367 Cash in bank All the cash is held in high rated banks -Barclays Bank plc and Bank of Montreal and HDFC. Foreign exchange risk Foreign exchange risk arises when individual group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group. 20

22 In order to monitor the continuing effectiveness of this policy, the Board receives a monthly forecast, analysed by the major currencies held by the Group, of liabilities due for settlement and expected cash reserves. Net foreign currency financial assets/(liabilities) United Kingdom Canada India Total At Dec At 31, 2014 At Mar 31, 2014 Dec31, 2014 At Mar 31, 2014 At Dec 31, 2014 At Mar 31, 2014 At Dec 31, 2014 At Mar 31, 2014 Canadian Dollar - - $ 10,035 $ $ 14,522 $ 422 Pounds Sterling US Dollar , Euro Rupees Total net exposure $ 1,078 $ 257 $ 14,522 $ 422 $ 390 $ 103 $ 15,990 $ 747 Liquidity risk Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of at least 45 days. The Group also seeks to reduce liquidity risk by fixing interest rates (and hence cash flows) on a portion of its borrowings. The following table sets out the contractual maturities of financial liabilities: As at December 31, 2014 Carrying Amount Contractual Cash Flows Up to 3 months 3 to 6 months 6 to 12 months Trade and other payables $ 9,758 $ 9,758 $ 9,758 $ - $ - Loans and borrowings 5,892 5,892 5, Total $ 15,650 $ 15,650 $ 15,650 $ - $ - As at March 31, 2014 Carrying Amount Contractual Cash Flows Up to 3 months 3 to 6 months 6 to 12 months Trade and other payables $ 2,338 $ 2,414 $ 2,338 $ 76 $ - Loans and borrowings 1,320 1,320 1, Total $ 3,658 $ 3,734 $ 3,658 $ 76 $ - 21

23 Capital The Group considers its capital to comprise its Ordinary share capital, share premium and accumulated retained earnings. Changes to equity during the year are detailed in the Group Statement of Changes in Equity on page 16. The Group s objective when managing capital is to ensure that funds are raised in an appropriate, cost-effective manner. The Group s primary concern is to maintain its ability to continue as a going concern in order to provide returns for shareholders and stakeholders in the Company. Financial assets December 31, 2014 March 31, 2014 Cash and cash equivalents 15, Trade and other receivables 10,212 3,620 Total financial assets 26,202 4,367 Financial liabilities at amortised cost December 31, 2014 March 31, 2014 Trade and other payables 9,758 8,649 Loans and borrowing 5, Total financial liabilities 15,650 8,774 Financial instrument risks There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. 16. Segmented Information The Group operates three regional business units: India, UK, and Canada; with the Indian segment accounting for the largest proportion of the Group's business, generating 81% (2013: 84%) of its external revenues for the quarter ended December 31, The Group's reportable segments are aligned as operating segments consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer, Chief Operating Officer and the Chief Financial Officer. The Group evaluates segmental performance on the basis of profit or loss from operations calculated in accordance with IFRS but excluding non-recurring losses, such as goodwill impairment, and the effects of share-based payments. Inter-segment sales are priced at cost and applied consistently throughout the current and prior period, if any. Revenue by geographical location is as follows: 22

24 Three months ended December 31 Nine months ended December India 6,933 4,671 16,245 15,141 Other 1, ,474 2,706 Total revenue 8,541 5,532 20,718 17,847 Three months ended December 31, Nine months ended December India 81.2% 84.4% 78.4% 84.8% Other 18.8% 15.6% 21.6% 15.2% Total revenue 100% 100% 100% 100% Select business unit data: Three months ended December 31, 2014: Revenue India United Kingdom Canada Total Total revenue $6, ,595 $8,541 Inter-segmental revenues Total revenue from external customers $ 6,933 $ 13 $1,595 $ 8,541 Depreciation (13) - - (13) Goodwill - - Segment profit/(loss) (537) (13) (1,361) (1,885) Share-based payments (63) Finance expense (99) Finance income 36 Group loss before tax and foreign exchange translation $ (2,011) 23

25 India United Kingdom Canada Total Additions to non-current assets $ 14 $ - $ - $ 14 Reportable segment assets $ 16,036 $ 4,612 $ 15,600 $ 36,248 Investment in subsidiaries (2,295) Total group assets $33,953 Reportable segment liabilities $2,563 $ 12,008 $1,079 $15,650 24

26 17. Acquisition during the period Datawind Inc. acquired 100% of Tablet Investments Ltd. on December 31, 2014, a company whose only activity was to provide inventory financing to Datawind Innovations Pvt Ltd at a nominal value of $6. Fair value of consideration paid $ 000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash and cash equivalents 354 Property, plant and equipment - Inventories - Trade and other receivables 19,853 Trade and other payables (14,315) Customer deposits - Borrowings (5,892) Total identifiable net assets/(liabilities) Goodwill nil nil There has been no fair value adjustments to the carrying value of identifiable assets acquired and liabilities assumed in determining the amount of goodwill on the acquisition. 18. Capital management The Company s objective is to maintain sufficient capital base so as to maintain investor, creditor and customer confidence and to sustain future development of the business and provide the ability to continue as a going concern. Management defines capital as the Company s shareholders equity. The Board of Directors does not establish quantitative return on capital criteria for management. The Company currently has not paid any dividends to its shareholders. As at December 31, 2014, total managed capital was comprised of shareholders equity of $18.3 million. There were no changes in the Company s approach to capital management during the period. 25

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