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.25215

Saltillo, Coahuila, México

January 20th, 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

31st 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 20th, 2017

HEXAWARE TECHNOLOGIES MEXICO, S. DE R.L. DE C.V. 5

BALANCE SHEET AS AT 31ST DECEMBER 2016

q3 q4 - -

Particulars

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" 1,109,421 569,649

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 15,283,241

109,731,006 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 For and on behalf of the Board

Chartered Accountants

C.P.C. Javier Fuentes Zambrano Kalpesh Bhatt Rajiv Pant P.R.

Partner (Director) (Director) (Vice

Place : Monterrey, México Place : Place :

Date : January 20, 2017 Date : Date :

31st December 2016 31st December 2015

As at As at

New JerseyJanuary 20, 2017

New Jersey

January 20, 2017

HEXAWARE TECHNOLOGIES MEXICO, S. DE R.L. DE C.V.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST DECEMBER, 2016

Particulars

MXN MXN MXN MXN

I. INCOME

a. Revenue from Operations 250,355,168 229,043,520

b. Other Income 2,103 -

250,357,271 229,043,520

II. EXPENSES

a. Software and Development Expenses "14" 27,805,990 42,864,045

b. Employee Benefit Expenses "15" 147,645,488 140,507,111

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 4,315,182

198,550,768 201,528,613

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 For and on behalf of the Board

Chartered Accountants

C.P.C. Javier Fuentes Zambrano Kalpesh Bhatt Rajiv Pant P.R.

Partner. (Director) (Director) (Vice

Place : Monterrey, México Place : Place :Date : January 20, 2017 Date : Date :

31st December 2016 31st December 2015

For the Year ended For the Year ended

New Jersey

January 20, 2017

HEXAWARE TECHNOLOGIES MEXICO, S. DE R.L. DE C.V. 4.7220

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER, 2016

4.00 -

Particulars

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

0 (5,136,854) 0

Notes: (2,405,466)

1. Components of cash and cash equivalents comprise the following (2,405,466)

MXN MXN

Cash and Bank Balances ( refer note "11") 2,435,564 5,056,546

Less: Effect of changes in exchange rate 30,098 266,794

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 : Place :

Date : January 20, 2017 Date : Date :

For Year ended

31st December,

2016

For Year ended

31st December,

2015

For Year ended

31st December,

2016

For Year ended

31st December,

2015

New Jersey

January 20, 2017

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 8th 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.

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) 3 years

Furniture and Fixtures 8 years

Leasehold Improvement Over the period of lease

Office Equipment 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 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

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.

9 Leases

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.

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.

NOTES TO BALANCE SHEET

NOTE “8” Deferred tax assets

Breakup of deferred tax asset is as under:

NOTES TO PROFIT AND LOSS ACCOUNT

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 30th August 2015)

ii. Related Party Transactions:

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

For the Year

ended December

31, 2015

MXN 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.

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 Kalpesh Bhatt

Partner (Director)

Place : Monterrey, México Place :

Date : January 20th , 2017 Date :

New Jersey

January 20, 2017