January 20 th, Dear Sirs,

Transcription

1 The Directors Hexaware Technologies México, S. De R.L de C.V. Av. San Angel #240 Piso 3 D-A Col. Valle San Agustin, C.P Saltillo, Coahuila, México January 20 th, 2017 Dear Sirs, We have reviewed the attached accounts and notes of Hexaware Technologies Mexico, S. de R.L. de C.V. for the year ended 31 st December 2016 which have been prepared by the company for the purpose of attachment to the accounts of its Holding company. We confirm the attached accounts have been prepared from by the company taking as a reference the information from the books and records of the same and are in accordance with the statutory accounts of Hexaware Technologies, S. de R.L. de C.V. as audited by us according to NIF S (Mexican Gaap) Javier Fuentes Zambrano y Asociados, SC Member of International Association of Practicing Accountants and also, Member of Leading Edge Alliance C.P.C. Javier Fuentes Zambrano Monterrey, México January 20 th, 2017

2 HEXAWARE TECHNOLOGIES MEXICO, S. DE R.L. DE C.V. 5 BALANCE SHEET AS AT 31ST DECEMBER 2016 q3 q4 - - As at As at Particulars 31st December st December 2015 MXN MXN MXN MXN I. EQUITY AND LIABILITIES Share Holders' Funds : a. Share Capital "2" 8,087,502 8,087,502 b. Reserves and Surplus "3" 86,174,773 50,219,079 94,262,275 58,306,581 Non-current liabilities : a. Long-term provisions "4" 2,137,166 1,941,517 2,137,166 1,941,517 Current liabilities : a. Trade Payables 2,313,967 2,715,627 b. Other Current Liabilities "5" 17,994,427 18,401,334 c. Short Term Provisions "6" 10,006,528 4,133,335 30,314,922 25,250,296 Total 126,714,363 85,498,394 II. ASSETS Non-current assets a. Fixed Assets : "7" i) Tangible Assets 11,201,090 11,948,920 b. Deferred Tax Asset (net) "8" 4,672,846 3,927,563 c. Long-term loans and advances "9" 1,109, ,649 16,983,357 16,446,132 Current Assets : a. Trade Receivables "10" 92,322,428 42,530,683 b. Cash and Cash Equivalents "11" 2,435,564 5,056,546 c. Short-term Loans and Advances "12" 7,863,508 6,181,792 d. Other Current Assets "13" 7,109,506 15,283, ,731,006 69,052,262 Total 126,714,363 85,498,394 III. NOTES FORMING PART OF FINANCIAL STATEMENTS "1 to 22" In terms of our attached report of even date For Javier Fuentes Zambrano y Asoc.. S.C Chartered Accountants For and on behalf of the Board C.P.C. Javier Fuentes Zambrano Kalpesh Bhatt Rajiv Pant P.R Partner (Director) (Director) (Vic Place : Monterrey, México Place : New Jersey Place : Date : January 20, 2017 Date : January 20, 2017 Date :

3 HEXAWARE TECHNOLOGIES MEXICO, S. DE R.L. DE C.V. STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST DECEMBER, 2016 Particulars For the Year ended For the Year ended 31st December st December 2015 MXN MXN MXN MXN I. INCOME a. Revenue from Operations 250,355, ,043,520 b. Other Income 2, ,357, ,043,520 II. EXPENSES a. Software and Development Expenses "14" 27,805,990 42,864,045 b. Employee Benefit Expenses "15" 147,645, ,507,111 c. Operation and Other Expenses "16" 26,638,761 16,855,495 d. Exchange Rate Difference (net) (10,688,863) (3,013,220) e. Depreciation and Amortization Expense "7" 7,149,392 4,315, ,550, ,528,613 Profit Before Tax 51,806,503 27,514,907 Tax expense - Income Tax - Current Taxes 16,596,092 8,378,586 - Income Tax- Deferred Taxes (745,283) 442,032 15,850,809 8,820,618 Profit for the year 35,955,694 18,694,289 Earnings Per Share Basic and Diluted "18" 17,977,847 9,347,145 III. NOTES FORMING PART OF FINANCIAL STATEMENTS "1 to 22" In terms of our attached report of even date For Javier Fuentes Zambrano y Asoc.. S.C Chartered Accountants For and on behalf of the Board C.P.C. Javier Fuentes Zambrano Kalpesh Bhatt Rajiv Pant P.R Partner. (Director) (Director) (Vic Place : Monterrey, México Place : New Jersey Place : Date : January 20, 2017 Date : Date : January 20, 2017

4 HEXAWARE TECHNOLOGIES MEXICO, S. DE R.L. DE C.V CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER, 2016 Particulars For Year ended 31st December, For Year ended 31st December, 2015 MXN MXN A Cash Flow from operating activities Net profit before tax 51,806,503 27,514,907 Adjustments for: Depreciation and amortisation 7,149,392 4,315,182 Exchange rate difference (net) 236,696 (2,477,387) Operating profit before working capital changes 59,192,591 29,352,702 Adjustments for: Trade and other receivables (43,839,498) (8,256,034) Trade and other payables / provisions (67,370) (7,929,588) Cash generated from operations 15,285,723 13,167,080 Direct Taxes Paid (11,268,448) (9,573,497) Net cash from operating activities 4,017,275 3,593,583 B Cash flow from investing activities Purchase of fixed assets (6,401,561) (11,078,376) Net cash used in investing activities (6,401,561) (11,078,376) Net decrease in cash and cash equivalents (2,384,286) (7,484,793) Cash and cash equivalents at the beginning of the year 4,789,752 12,274,545 Cash and cash equivalents at the end of the year 2,405,466 4,789,752 Notes: (2,405,466) 1. Components of cash and cash equivalents comprise the followin (2,405,466) For Year ended 31st December, (5,136,854) 0 For Year ended 31st December, 2015 MXN MXN Cash and Bank Balances ( refer note "11") 2,435,564 5,056,546 Less: Effect of changes in exchange rate 30, ,794 Total Cash and Cash equivalents 2,405,466 4,789,752 (0) In terms of our attached Report of even date For Javier Fuentes Zambrano y Asoc.. S.C For and on behalf of the Board Chartered Accountants C.P.C. Javier Fuentes Zambrano Kalpesh Bhatt Rajiv Pant Partner (Director) (Director) Place : Monterrey, México Place : New Jersey Place : Date : January 20, 2017 Date : January 20, 2017 Date :

5 Hexaware Technologies México, S. De R.L de C.V. Notes Forming Part of the Condensed Financial Statements Note "1" A. Company Overview Hexaware Technologies Mexico S de RL de CV (the Company), incorporated in Mexico on 8 th May 2007, is a wholly owned subsidiary of Hexaware Technologies Limited a foreign corporation incorporated in India. These accounts have been prepared and audited for the purpose of consolidation, with the holding company. The company is engaged in information technology consulting, software development and business process management. The Company provides multiple service offerings to its clients across various industries comprising travel, transportation, hospitality, logistics, banking, financial services, insurance, healthcare, manufacturing, consumer and services. The various service offerings comprise application development and management, enterprise package solutions, infrastructure management, business intelligence and analytics, business process, digital assurance and testing. B. Basis of preparation and significant accounting policies Basis of preparation 1 a) These financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles in India, and the applicable accounting standards. b) The local accounts are maintained in local and functional currency, which is the Mexican Peso ( MXN ). Significant accounting policies 2 Use of Estimates The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosures relating to contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known/materialise. Example of such estimates include provision for doubtful debts, employee benefits, provision for income taxes, accounting for contract costs expected to be incurred to complete, software solutions and consulting contracts, the useful lives of depreciable fixed assets and provisions for impairment.

6 3 Revenue Recognition a) Revenues from software solutions and consulting services are recognised on specified terms of contract. In case of contract on time and material basis revenue is recognised when the related services are performed and in case of fixed price contracts revenue is recognised using the percentage of completion method of accounting. The cumulative impact of any revision in estimates of percentage of work completed is reflected in the year in which the change becomes known. Provisions for estimated losses on such engagements are made during the year in which a loss becomes probable and can be reasonably estimated. Amount received or billed in advance of services performed are recorded as unearned revenue. Unbilled services included in other current assets, represents amount recognised based on services performed in advance of billing in accordance with contract terms. Revenue is reported net of discount / incentive. Revenue from Business Process Management arises from unit priced contracts, time based contracts, cost based projects and engagement services. Such revenue is recognized on completion of the related services and is billed in accordance with the specific terms of the contracts with the customers. b) Dividend income is recognised when right to receive is established. c) Interest income is recognised on the time proportion basis. 4 Fixed Assets Fixed assets stated at cost of acquisition less accumulated depreciation, amortization and impairment loss, if any. Cost includes all expenses incurred for acquisition of assets. 5 Depreciation Depreciation and amortization on fixed assets is provided on straight-line method on pro rata basis, based on the estimated useful lives of the assets as under. Asset Class Estimated useful Life Computer Systems (included in Plant and Machinery) Furniture and Fixtures Leasehold Improvement Office Equipment 3 years 8 years Over the period of lease 5 years 6 Impairment of assets An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

7 7 Foreign Currency Transactions Transactions in foreign currency are recorded at the original rate of exchange in force at the time transactions are affected. Exchange differences arising on settlement of foreign currency transactions are recognized in the Statement of Profit and Loss. Monetary items denominated in foreign currency are restated using the exchange rate prevailing at the date of the Balance Sheet and the resulting net exchange difference is recognized in the Statement of Profit and Loss. 8 Employee Benefits 9 Leases a) Post-employment benefits and other long term benefit plans In accordance with Mexican Labor law, the Company provides seniority premium benefits to its employees under certain circumstances. These benefits consist of a one-time payment equivalent to 12 days wages for each year of service (at the employees most recent salary but not to exceed twice the legal minimum wage) payable to all employee s with 15 or more years of services, as well as to certain employees terminated involuntary prior to the vesting of their seniority premium benefit. The Company also provides statutorily mandated severance benefits to its employees terminated under certain circumstances. Such benefits consist of a one-time payment of three months wages plus 20 days wages for each year of service payable upon involuntary termination without just cause. Provisions for such benefits are charged to Statement of Profit and Loss. b) Short term employee benefits The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees is recognized as an expense during the period when the employee renders those services. These benefits include compensated absences such as leave expected to be availed within a year. Operating Leases Assets taken on lease under which all risks and rewards of ownership are effectively retained by the lesser are classified as operating lease. Lease payments under operating leases are recognised as expenses on straight line basis over the lease term. 10 Income Taxes Income Taxes are accounted for in accordance with Accounting Standard 22 (AS 22) on Accounting for Taxes on Income. Tax expense comprises both current tax and deferred tax. Current tax is measured at the amount expected to be paid or recovered from the tax authorities using the applicable tax rates. Deferred tax assets and liabilities are recognised for future tax consequence attributable to timing difference between taxable income and accounting income that are measured at relevant enacted or substantively enacted tax rates. In the event of unabsorbed depreciation and carry forward of losses, deferred tax assets are recognised only to the extent that there is virtual certainty that sufficient future taxable income will be available to realise such assets. In other situations, deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realise these assets.

8 Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and when entity intends to settle the asset and liability on a net basis. 11 Provisions, Contingent Liabilities and Contingent assets Provisions involving substantial degree of estimation in measurement are recognized when as a result of past events there is a present obligation that can be estimated reliably and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised, but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements. 12 Borrowing Cost Borrowing cost attributable to the acquisition or construction of qualifying assets is capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use or sale. All other borrowing costs are charged to revenue.

9 NOTES TO BALANCE SHEET

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11 NOTE 8 Deferred tax assets Breakup of deferred tax asset is as under:

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13 NOTES TO PROFIT AND LOSS ACCOUNT

14 Note 17 Related Parties Disclosures i. Name of Related parties and description of relationship: Ultimate Holding Company and its subsidiaries - Baring Private Equity Asia GP V. LP - The Baring Asia Private Equity Fund V, LP - Baring Private Equity Asia V Mauritius Holding (4) Limited - HT Global IT solutions Holding Limited Holding company - Hexaware Technologies Limited Fellow Subsidiaries - Hexaware Technologies Inc - Hexaware Technologies UK Limited Key Management Personnel - Mr. R. Srikrishna - Mr. Kalpesh Bhatt - Mr. Rajiv Pant (up to 30 th August 2015) ii. Related Party Transactions:

15 iii. Outstanding Balances: Note 18 Earnings Per Share (EPS) The components of earnings per share are as follows: Earnings per share is calculated as follows For the Year ended December 31, 2016 MXN For the Year ended December 31, 2015 MXN Net profit as per Statement of Profit and Loss 35,955,694 18,694,289 Weighted average outstanding participation shares (Nos.) 2 2 Face value of participation shares No par No par Basic and diluted earnings per participation share 17,977,847 9,347,145 Note 19 Un hedged foreign currency exposure As of the Balance sheet date the Company has net foreign currency receivable that are not hedged by a derivative instrument or otherwise amounting to MXN 95,914,080 (Previous year net foreign currency receivable MXN 35,734,376). Note 20 Employee benefits: In 2016 the Company recorded expenses in employee benefits of seniority premium and severance benefits of MXN 4,637,265 (Previous year MXN 4,213,039) in the Statement of Profit and Loss. The Company believes any differences between its calculation of employee benefits of seniority premium and severance benefits and a calculation provided by an independent actuary would not be material.

16 Note 21 Lease Operating Lease: In The Company takes on lease office space under various operating leases. The lease rental towards non-cancellable agreement recognized in Statement of Profit and Loss for the year is MXN 8,554,305 (Previous year MXN 4,831,633) The future minimum lease payments and payment profile of operating leases are as follows: Note 22 - Previous year figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/disclosure. NOTES 1 TO 22 FORM AN INTEGRAL PART OF THE ACCOUNTS As per our attached Report of even date For Javier Fuentes Zambrano y Asoc., S.C. Chartered Accountants For and on behalf of the Board C.P.C. Javier Fuentes Zambrano Partner Kalpesh Bhatt (Director) Place : Monterrey, México Place : Date : January 20 th, 2017 Date : New Jersey January 20, 2017