P~RV&C:CJ CHARTERED ACCOUNTANTS

Limited Review Report

Review Report to The Board of Directors of Kellton Tech Solutions Limited

1. We have reviewed the accompanying statement of unaudited consolidated financial results of Kellton Tech Solutions Limited ("Company") and its subsidiaries (together, the "Group") for the quarter ended Dec 31, 2019 and year to date from April 1, 2019 to Dec 31, 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("The

Regulation')

2. The preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting (Ind AS 34) prescribed und er section 133 of Companies Act, 2013, read with relevant rules issued there under and other accounting principles generally accepted in India is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review in accordance with the Standards on Review Engagements (SRE) 2410 -'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) ofthe Listing Regulations, as amended, to the extent applicable.

4. The Statement Include the results of the entities as given in the Annexure-1 to this report

5. Based on our review conducted as above and on consideration of report of other auditors on the unaudited separate quarterly financial resu lts and on other financial information of the components, nothing has come to our attention that causes us to believe that the accompanying Statement of unaudited financial results prepared in accordance with recognition and measurement principl es laid down in applicable Indian Accounting Standards prescribed under section 133 of Companies Act, 2013, read with relevant rules issued there under and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of

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~ www.paryca.org

~ vamsh ikr; shna@paryca.org ~ cavamshikrishna@gmail .com

~ +91-40-2374198S, +91960 311 7555

Regulations, including the manner in which it is to be disclosed, or that it contains any material

misstatement. 6. We did not review the interim financia l results and other financia l information of four subsidiaries, whose interim financial results reflect total assets of RsA3,612.21 Lakhs as at December 31, 2019. Total revenue of RS.1S,728.77 Lakhs and RsA8,001.23 Lakhs, Total net profit after tax of RS.1,S63.S1 Lakhs and Rs.4870.19 Lakhs Total comprehensive income of Rs.1,630.S2 Lakhs and RsA,922.69 Lakhs, for the quarter ended December 31, 2019 and for the period from April 1,2019 to December 31,2019, respectively, as considered in the conso lid ated unaudited financial results . This interim financia l results has been reviewed by other auditor, whose report has been furnished to us by the management and ou r conclusions on the statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries is based solely on report of the other auditor and procedures performed by us stated above

Our Conclusion on the Statement is not modified in respect of the above matter.

For PAR Y & Co Chartered Accountants FRN: 007288C

Partner M.NO.224674 UDIN: ';>'0.;);) L.fb~4A~D+jl-106.b

Place: Hyderabad Date: 13/02/2020

Annexure-I to The Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results

Una udited Consolidated Financial results for Quarter and half year ended 31/ 12/2019 include results of the following entities:

SI.No Name of the Entity Status

1 Kellton Dbydx Software Private Limited Wholly Owned Subsidiary

2 Kellton Tech Inc Wholly Owned Subsidiary 3 Ke llton Tech So lutions Inc Wholly Owned Subsidiary

4 Ke llton Tech Limited (Ire la nd) Wholly Owned Subsidia ry 5 Evantage Solutions Inc Step Down Subsidiary (Wholly owned subsidiary of Kell ton

Tech Inc) 6 Vivos Professionals LLC Step Down Subsidiary (Wholly owned subsidiary of Kellton

Tech Inc) 7 Prosoft Techno logy Group Inc Step Down Subsidiary (Wholly owned subsidiary of Ke ll ton

Tech Solutions Inc)

8 Cyberworld So lutions Inc Step Down Subsidiary (Wholly owned subs idiary of Prosoft Technology Group)

9 Intellipeople Inc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech Solutions Inc)

10 Kel lton Tech (UK) Limited Step Down Subsidiary (Wholly owned subsidiary of Kel lton Tech Limited)

11 Lenmar Consulting Inc Step Down Subsidiary (Wholly owned subsidiary of Ke ll ton Tech So lutions Inc)

12 SID Computer Group Inc Step Down Subsidiary (Wholly owned subsidiary of Kellton Tech So lutions Inc)

13 Talent Parents Inc Step Down Subsidiary (Wholly owned subsidiary of Ke llton Tech So lutions Inc)

14 Planet Pro Inc Step Down Subsidiary (wholly owned subsidiary of Kellton Tech Inc)

15 Planet Pro Canada Inc Step Down Subsidiary (wholly owned subsidiary of Ke ll ton Tech Limited)

16 Planet Pro Asia Pte Limited Step Down Subsid iary (who lly owned subsidiary of Ke ll ton Tech Limited)

17 Tivix Europe SP ZOO Step Down Subsidiary (who lly owned subsidia ry of Kellton

~ Tech Limited)

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KELLTON TECH SOLUTIONS LIMITED.

Statement of Un-audited Consolidated Profit and Loss for the quarter and nine months ended December 31st, 2019

(All figures in lakh except BPS)

Particulars Quarter Ended Nine Months Ended Year Ended

31/ 12/2019 30/ 09/2019 31/ 12/2018 31/ 12/2019 31/ 12/ 2018 31/ 03/2019 (Una uditedl (Unaudited) (Unauditedl IUnaudited] (Unaudited] (Audited]

I. Revenue from Operations 19,089.29 18,662.53 20,638.01 56,441.76 62,394.99 81,411.22

II. Other Income 98.93 65.38 137.54 216.53 412.91 503.88 III. Total Revenue (1+11) 19,188.22 18,727.91 2 0,775.55 56,658.29 62/807.90 8 1,915.10 IV. Exp e nses (a) Cost of Materials consumed 35.03 1,898.68 73.74 2,072.45 2,162.12 (b Purchase of Stock-in-trade - - - - -(e) Changes in inventories or fi nished - - - - -goods, work in progress and Stock- in-trade (d) Employee benefits Expense 9,962.03 9,634.31 9,671.00 29,033.34 28,844.32 38,509.49 (el Finance cost 365.29 417.24 485.23 1,219.51 1,421.79 1,888.83 (I) Depreciation and Amortization 338.81 338.68 145.64 1,004.94 429.65 665.90 Expense (g )Othcr Expenses 6,225.98 6,057.50 6,258.81 18,517.70 22.591.83 28,95 1.5 3 Total Expenses 16,927.14 16,447,73 18,459.36 49,849.23 55,360.04 72,17 7 .87 V. Profit/ CLoss) b efore exceptional 2,261.08 2,280.18 2,316.19 6,809.06 7,447.86 9.737.23 and extraordina ry items and Tax (111-IVl VI. Exceptional Items -VII. Profit/ CLoss) before 2,261.08 2,2BO.1 B 2,316.19 6,809.06 7447.86 9,737.23 extraordinary items and tax (V-VI)

VII I. Extraordinary Items - -IX. Net Profit/ CLoss) before tax (VII- 2,261.0B 2,280.1 B 2,316.19 6,809.06 7,447.86 9,737.23 VIIIl x. Tax expense 1.Current Tax 396.75 39B.14 440.81 l.lB5.84 l ,639.B2 2,033.09 2. Defe rred Tax (7.79) 32.9B 28.20 15.94 67.27 15.79 3.Earlie r Year Tax 9.21 - - 9.21 - (5.BB) XI . Net Profit/ CLoss) for the period 1,862.91 l,B49.06 l ,847.1B 5,59B.07 5,740.77 7,694.23 from continuing opera tions (IX-X)

XII. Net Profit/ CLoss) for the period - - - -from discontinuing operations before tax XIII. Tax expense froll) di scontinuing - - -ope rations XIV. Net profit / (Loss) for the period - -from discontinuing operations after tax rXII-XIlIl XV. Nct Profit/ CLoss) for the period 1,862.91 1,849.06 1,847.18 5,598.07 5,740.77 7,694.23 (X I+XIVl Othe r Comprehensive Income A (i) Items that will not be reclassified to - (62.10) - 0.58 16.13 or(;fit or loss (ii) Income tax relating to items that will - - - - - 4.69 not be reclassified to profit or loss B (i) Items that will be reclassified to 67.02 22.01 - 52.51 - (207.95) profit or loss (ii) Income tax relating to items that will - - - - -be reclassified to profit or loss

Total Othe r Comprehensive Income 67.02 22.01 (62 .10) 52.51 0.5B (lB7.13)

F. KElUON """ '[\ 7'''' (I nlrector

Plot No.404-405 4th & 6th Floor iLABS Centre Ud 0 Vihar Phase III Guru ram, Har ana -1 t 201 6, (India), , y 9 9 Y Ph: +91 -124-4698900, Extn: 91 7, Fax:+91-1 24-4698949 / E-mail: info@kelltontech.com

Regd. Office: Plot No. 1367, Road No:45, Jubilee Hills, Hyderabad-500033, T.G.lndia Ph: +91-40-44333000, Fax :+91-40-23552358

C1N:L72200TG 1993PLC01 6819

KELLTON TECH SOLUTIONS LIMITED. Total comprehensive income for the 1,929.93 1,871.07 1,785.07 5,650.58 5,741.35 7,507.10 period (Comprising Profit (Loss) and Other Comprehensive Income for the period) XVI. Earnings Per Equity Share (Before Extra-Ordinary Items) (orRs. 5 eachl (Notannualizcd) (a) Basic 2.00 1.94 1.85 5.86 5.96 7.79

(b Diluted 1.98 1.93 1.84 5.82 5.93 7.77 XVII. Earnings Per Equity Share (After Extra-Ordinary Items) (MRs. 5 each)(Not annualized) (a) Basic 2.00 1.94 1.85 5.86 5.96 7.79 (b) Diluted 1.98 1.93 1.84 5.82 5.93 7.77 Paid up equity share capital (Face Value 4,819.12 4.819.12 4,819.12 4.819.12 4.819.12 4819.12 of Rs. 5 eachl. Reserve excluding Revaluation reserves as per balance sheet of previous accounting year.

1. Segment Information

, • , ., 31/12/2019 30/09/2019 (Unaudited) (Unaudited)

1. Segment Revenue

Digital 14.443.92 14.098.04 Transformation Enterorise Solutions 3.698.69 3.429.06

Consulting 946.68 1.135.43 Total 19,089.29 18,662.53

2. Less: Intersegment revenue

3. Net Sales lincome 19.089.29 18,662.53 from operations

4. Segment results profit / (loss) before tax, interest and depreciation Digital 5,469.52 5.426.41 Transformation Enterorise Solutions 1.157.35 943.30 Consultin.e: 203.08 388.03

5. Total 6,829.95 6,757.74

Less: Un allocable 4,302.51 4.125.71 Expenses

6. Finance Cost 365.29 417.24 7. Un allocable Income 98.93 65.38 8. Total Profit Before 2,261.08 2,280.18

Tax

31/12/2018 (Unaudited)

14.481.29

3,657.02 2499.69

20,638.01

20,638.01

4.699.41

784.84 713.07

6,197.31

3,533.43

485.23 137.54

2,316.19

- - 28.095.72

, ,- , , . , 31/12/2019 31/12/2018 31/03/2019 (Unaudited) (Unaudited) (Audited)

42,924.22 43.445.77 57,734.51

10.163.56 10.543.61 14.053.08 3353.98 8.405.62 9.623.63

56,441.76 62,394.99 81,411.22 .

56.441.76 62.394.99 81,411.22

16.609.52 16.268.36 22,052.39

2.645.32 2.236.61 3.135.56 1.103.85 1.709.10 2384.28

20,358.69 20,214.07 27,572.24

12,546.65 11,757.32 16,450.06

1,219.51 1,421.79 1.888.83 216.53 412.91 503.88

6,809.06 7,447.86 9,737.23

'T\Ot-lYMliEO For KELLTON TECH SOL LI

DIrector

Plot No. 404-405,4th & 6th Floor, iLAB5 Centre, Udyog Vihar, Phase III, Gurugram, Haryana -122016, (India), Ph: +91-124-4698900, Extn: 917, Fax: +91-124-4698949 / E-mail: info@kelltontech.com

Regd. Office: Plot No. 1367, Road No:45, Jubilee Hills, Hyderabad-500033, T.G. lndia Ph: +91-40-44333000, Fax:+91-40-23552358

CIN:L72200TGI993PLCOI6819

KELLTON TECH SOLUTIONS LIMITED. Notes:

1. *Assets and liabilities used in the company's business are not identified to any of the reportable segment as these are used interchangeably between segments. The management believes that it is not practicable to provide segment disclosures related to total assets and liabilities since meaningful segregation of the available data is onerous.

2. Figures of the corresponding previous periods are regrouped and reclassified wherever considered necessary to correspond with current period's presentation.

4. The Statutory Auditors of the Company have conducted a limited review of the financial results for the quarter and nine months ended December 31st, 2019 pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 and have given an unqualified opinion in their report. These financial results have been reviewed by the Audit Committee and thereafter approved by Board of Directors at their respective meetings held on February 14"', 2020.

4. Adoption of new accounting standard on Leases- Ind AS-116: Effective 01/04/2019, the Company has adopted Ind AS-116 'Leases', using modified retrospective approach, and has taken cumulative adjustment to retained earnings on the

date of initial application. As permitted by the standard, the comparatives for the earlier period/ year have not been restated. On transition, the adoption of the new standard resulted in recognition of Right-of-Use (ROU) asset and a lease liability. The effect of this adoption is insignificant on the profit for the period and earnings per share.

s. The Limited Review Report given by Statutory Auditors of the Company is no. CIR/CFD/CMD1/80/2019 dated July 19,2019

Place: Hyderabad Date: 14.02.2020

Chai DIN:

per the SEEI Circular

Plot No.404-405,4th & 6th Floor, iLAB5 Centre, Udyog Vihar, Phase III, Gurugram, Haryana -122016, (India), Ph: +91-124-4698900, Extn: 917, Fax: +91-124-4698949 / E-mail: info@kelltontech.com

Regd. Office: Plot No. 1367, Road No:45,Jubilee Hills, Hyderabad-500033, T.G.lndia Ph: +91-40-44333000, Fax:+91 -40-23552358

ClN:L72200TG1993PLC016819