8kmiles Final Outlook

mBMiles
8K Miles Software Services Limited
Ref: 8K/CHN/2019-20/E046
2nd November 2019
The Deputy General Manager, The General Manager,

Department of Corporate Services, Listing Department,
Bombay Stock Exchange Ltd, National Stock Exchange Limited,
Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
Dalal Street, Bandra Kurla Complex, Bandra (E),
Mumbai – 400 001. Mumbai 400 051
Scrip Code: 512161 - ISIN NO-INE650K01021 EQ- 8KMILES – ISIN NO- INE650K01021
Dear Sir/Madam,
Sub: Outcome of Board Meeting held on November 2, 2019 -Disclosure pursuant to
Regulation 30 (as specified in Part A of Schedule III) of SEBI Listing Obligation and
Disclosure Requirements, 2015
We hereby submit the outcome of the meeting of Board of Directors of the Company held
today (November 02, 2019) at the Registered Office of the Company at Srinivas Towers,
No.5, Cenotaph Road, II Floor, Teynampet, Chennai-600018. The Meeting commenced at
03.30 PM and concluded at 11:50 PM.
The Board of directors have approved the following :-
1. The Audited Standalone and Consolidated Financial Results for the quarter and
year ended March 31, 2019.
Pursuant to Regulation 33 of SEBI Listing Obligation and Disclosure Requirements, 2015, we
hereby submit the Audited Standalone and Consolidated Financial Results along with the
Audit Report from the statutory auditors of the company as approved at the audit
committee meeting held on November 02, 2019.
2. Resignation of Director:
We inform you that Mr. R. S. Ramani (DIN: 03206751) and Mr. Gurumurthi Jayaraman (DIN:
00416850) has submitted their resignation from the office of Director of the Company.
The Board has taken note of their resignation.
We are attaching the below documents to be submitted within 30 minutes of closure of the
meeting as required under SEBI(LODR) Regulation, 2015. We would also upload the same in
NSE NEAPS and BSE listing Centre:
#5, Cenotaph Road, II Floor, Srinivas Towers, Teynampet, Chennai - 600 018
© +91 4466028000 PI+91 44 43009049 ~contactus@8kmilessoftwareservices.com
CIN No. L72300TN1993PLC101852 www.8kmiles.com
mBMiles
1. The Audited Standalone and Consolidated Financial Results for the quarter and
year ended March 31, 2019.
2. Audit Report from Statutory Auditors M/s. Deloitte Haskins and Sells LLP.
3. Management response for the qualification of the Auditors.
Please take a note of the above at your end.
Thanking You,
Yours Truly,
For 8K Miles Software Services Limited
Diya Venkatesan
Company Secretary
#5, Cenotaph Road, II Floor, Srinivas Towers, Teynampet, Chennai - 600 018
© +91 4466028000 PI+91 44 43009049 ~contactus@8kmilessoftwareservices.com
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8K MILES SOFTWARE SERVICES LIMITED
(CIN:· L72300TN1993PLC101852)
Registered Office: Second Floor, Sriniyas Towers, No.5, Cenotaph Road,
Teynampet, Chennai - 600 018
1. STANDALONE BALANCESHEET AS ON 31 MARCH 2019
Amount in INR in lakhs}

As at As at
Particulars 31 March 2019 31 March 2018
(Refer Note 2) (Audited)
A ASSETS
1 Non-current assets
(a) Property. plant and equipment 61.65 83.25
(b) Capital work-in-progress - 10.60
(c) Financial assets
(i) Investments 12.000.09 9.352.04
(ii) Loans 46.51 2.618.37
(d) Deferred tax assets (Net) 60.89 233.62
(e) Other non-current assets 2.60 169.00
Total non-current assets 12171.74 12466.88
2 Current assets
(a) Financial assets
(i) Trade receivables 6.835.01 3.679.84
(ii) Cash and cash equivalents 85.20 14.37
(iii) Bank balances other than (ii) above - 76.00
(Iv) Other financial assets 489.18 248.06
(b) Other current assets 30.13 116.92
Total current assets 7439.52 4135.19
Total Assets (1+2) 19611.26 16602.07
B EOUITY AND LIABILITIES
3 EQuity
(a) Eauitv share caoital 1.525.88 1.525.88
(b) Other eouttv 7 274.55 6294.39
Total ecultv 8800.43 7820.27
4 Non-current liabilities
(a) Financial liabilities
(i) Borrowinas 5.476.27 5.007.15
(b) Provisions 65.46 63.10
(c) Other non-current liabilities 4.39 10.61
Total non-current liabilities 5546.12 5080.86
5 Current liabilities
(i) Borrowlnas 1.804.40 1.198.60
(ii) Trade oavables
(a) Total outstandina dues of micro enterorises and small enterorises 2.92 -
(b) Total outstanding dues of creditors other than micro enterprises and 1,964.05 948.02
smrlU p.ntp.rnrisp.s
(iii) Other financial liabilities 1.174.28 1.269.33
(b) Other current liabilities :!-19.06 125.07
( c) Provisions 57.86 32.17
(d) Current tax liabilities (Net) 142.14 12775
Total current liabilities 5,264.71 3,700.94
Total EQuity and Liabilities (3+4+5) 19611.26 16602.07

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Chartered Accountants
Deloitte ASV N Ramana Tower
52. Venkatnarayana Road
Haskins & Sells LLP T. Nagar

Chennai . 600 017
Tamil Nadu. India
Tel: +91 44 6688 5000

INDEPENDENT AUDITOR'S REPORT
Fax: +91 44 6688 5050
TO THE BOARD OF DIRECTORS OF
1. We were engaged to audit the accompanying Statement of Standalone Financial

Results of 8K MILES SOFTWARE SERVICES LIMITED ("the Company"), for the
year ended 31 March 2019 ("the Statement"), being submitted by the Company
pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as modified by Circular No.
CIR/CFD/FAC/62/2016 dated 5 July 2016.
2. This Statement, which is the responsibility of the Company's management and

approved by the Board of Directors, has been compiled from the related
standalone Ind AS financial statements which has been prepared in accordance
with the Indian Accounting Standards prescribed under Section 133 of the
Companies Act, 2013 ("the Act") read with relevant rules issued thereunder (Tnd
AS') and other accounting principles generally accepted in India.
3. Our responsibility is to conduct an audit of the Statement in accordance with

Standards on Auditing specified under section 143(10) of the Act and to issue an
auditor's report. However, because of the matters described in Paragraphs 4 to
11 below, we were not able to obtain sufficient appropriate audit evidence to
provide a basis for an audit opinion on the Statement.
4. Report under Section 143 (12) of the Act
During the course of our audit of the standalone and consolidated financial
statements of the Company for the year ended 31 March 2019 we came across
certain transactions that gave us reason to believe that suspected offences
involving fraud have been committed in the Company. Such transactions with
regard to the standalone financial statements, inter alia, pertained to:
(a) Several instances of inconsistencies between declarations provided by

Directors and information available in the public forum which
demonstrated existence of probable related parties which were not
disclosed previously, including certain transactions with such parties which
were not disclosed or approved by the Audit Committee/Board of
Directors. Also see paragraph a.l(a) below.
(b) Several instances of transactions with certain customers, wherein the

Company was not able to provide us with the particulars of the services
rendered and acknowledged by the customer, the details of employees
actually rendering such service, the appropriateness and source of the
monies received from such customers. Also see paragraph 5 below.
(c) Several instances of multiple addresses being considered in various

communications with certain customers in the invoices, website of the
customer, on cheques received from customers, including instances
wherein some of the communication addresses coincided with the
residential address of certain employees of the Company or its
subsidiaries, which impacted our ability to establish the authenticity of the
customer. Also see paragraph 5 below.
Deloitte
Haskins & Sells LLP
(d) Several instances of communications with a vendor, wherein there were

multiple communications using different email ids, documents with varying
signatures and differences in the spelling of the common signatory of the
vendor, etc. which impacted our ability to establish the authenticity of the
vendor. Also see paragraph 7 below.
(e) Appropriate approvals and concerns over recovery of advances made to a

related party, by a subsidiary of the Company. Refer paragraph 6 for more
details.
Several instances of various inconsistencies were also noted during our audit of
the books of account of certain foreign subsidiaries in association with our audit of
the consolidated financial statements of the Company.
Pursuant, inter alia, to the above observations, we requested the Audit Committee of
the Company to provide us with their replies or observations to the aforesaid matters
for us to consider the same as part of our audit.
Subsequent to our reporting of such matters to the Audit Committee vide our
letter dated 15 July 2019, the Audit Committee in its meeting held on 18 July
2019 appointed an external firm of Chartered Accountants to carry out an
investigation. We are informed that as on the date of this report, the investigation
report of the external firm of Chartered Accountants has not yet been received by
the Company and, hence, the same has not been made available to us.
Further, we also included the aforesaid matters in our report dated 13 September
2019 to the Central Government in accordance with the requirements of section
143(12) of the Act. The matters so reported also included observations relating to
certain transactions pertaining to some subsidiaries, which are included in our
report on the consolidated financial statements of the Company.
Pending receipt of the report on the findings of such investigation and pending
receipt of information and explanations and evidences relating to the aforesaid
matters from the management of the Company, we have been unable to obtain
sufficient and appropriate audit evidence in respect of the above matters/
transactions that gave us reason to believe that suspected offences involving
fraud may have been committed in the Company and/or its subsidiaries.
In view of the above, we are unable to comment on the consequential

adjustments, if any, that may be required to the Statement.
5. Revenue from Contracts with Customers and related outstanding receivables
During the year ended 31 March 2019 the Company recognised revenue
aggregating to Rs. 2,428.69 Lakhs from the customers referred to in paragraphs
4(b) and 4(c) above wherein such customers have an outstanding balance
aggregating Rs. 3,464.01 Lakhs as at 31 March 2019 (includes balances of
Rs. 1,022.36 Lakhs outstanding even as at 31 March 2018).
Deloitte
Haskins It Sells LLP
In the absence of complete information regarding the proof of services rendered,

efforts expended, and in view of our observations in paragraphs 4(b) and 4(c)
above in respect of these customers, we are unable to conclude on the
appropriateness / correctness / completeness / validity of the revenue
recognised, compliance with the recognition and measurement of revenue
required under the Indian Accounting Standard (Ind AS) 115 Revenue from
Contracts with Customers and the corresponding receivables in the Statement.
The Company has also not carried out an evaluation of the expected credit loss
required under Indian Accounting Standard (Ind AS) 109 - Financial Instruments
for the outstanding trade receivables as at 31 March 2019 and therefore we are
unable to comment on the adequacy and appropriateness of the provision made
against the trade receivable balances as at 31 March 2019.
6. SK Miles Media Private Limited
6.1 Around the last week of September 201S, we were made aware of the
resignation of the statutory auditor of SK Miles Media, a company promoted
by the promoter directors of the Company, vide their resignation letter
dated 30 April 201S. As per the said letter, the resignation was due to the
misuse of that Audit Firm's Letter Head and signature of their Partner
through forgery in certain ODI Certificates submitted by SK Miles Media to
its bankers for transfer of funds of USD 71.51 Lakhs (Rs. 4,612.91 Lakhs)
to SK Miles Media Holdings Inc. USA, a subsidiary of SK Miles Media. SK
Miles Media and its subsidiaries (together \\SK Miles Media Group") were
identified as a related party in the consolidated financial statements of the
Company for the year ended 31 March 201S.
During the period ended 31 December 201S, the management of SK Miles

Media initiated an independent forensic review to evaluate the authenticity
of the signatures in the ODI Certificates referred above. SK Miles Media has
submitted a copy of the forensic report to the Company. We understand that
the aforesaid forensic report states that the writer of the signature in the
ODI certificates is the same as that of the specimen signatures of the audit
partner as provided to the forensic auditor thereby concluding that there
was no forgery in the 001 certificates.
Since this matter relates to a company where another firm is the statutory
auditor and since the financial statements of that company are not included
in the consolidated financial statements of the Company, we have not been
able to perform any procedures related to the allegation or the forensic
report.
6.2 Further, during the last week of September 201S,
(a) the CEO and Managing Director of the Company, who was also a
promoter director in SK Miles Media, resigned as a director in SK Miles
Media.
(b) the CFO and Executive Director of the Company, who was the other
promoter director in SK Miles Media, resigned from his role as CFO of
the Company stating that his resignation was to have the necessary
time to clear all the baseless allegations and unsubstantiated allegations
relating to SK Miles Media. However, he continues to be a director in
both the Company as well as SK Miles Media.
Deloitte
Haskins & Sells LLP
6.3 The Company has trade and other receivables aggregating

Rs. 3,309.10 Lakhs as at 31 March 2019 receivable from 8K Miles Software
Services Inc., a subsidiary. It may be noted that this subsidiary had loans
receivable from entities of 8K Miles Media Group in the USA aggregating
USD 89.61 Lakhs (Rs. 5,808.44 Lakhs) as at 31 March 2018.
We are informed by the management of the Company that such amounts

due, including interest as accrued, have been fully recovered as at
31 March 2019 by that subsidiary. However, in the absence of appropriate
workings for the interest, documentation regarding loan agreements and
due to inconsistencies noted between the transactions as per the Bank
Statements of the subsidiary with the transactions as recorded in the books
of account of the subsidiary, we were unable to confirm the management's
assertion on the said collections made by the subsidiary.
6.4 We are unable to conclude if the above events in 8K Miles Media have any
effect on:
(a) the Company and its operations, in view of the allegations in the
aforesaid resignation letter of the statutory auditor of that company
and the nature of the Company's relationship with 8K Miles Media, as
described in paragraphs 6.1 and 6.2 above, respectively;
(b) the ability of the Company's subsidiary to transfer funds back to the
Company, in view of the loans receivable by it from the entities of 8K
Miles Media Group in the USA as described in paragraph 6.3 above,
which could result in a possible impairment in the investment of
Rs. 9,816.65 Lakhs held in that subsidiary, trade receivables of
Rs. 2,819.92 Lakhs and interest recoverable of Rs. 489.18 Lakhs from
such subsidiary; and
(c) the consequential impact, if any, of the same on the operations of the
Company.
7. Procurement of services and trade payables
7.1 Based on the master service agreement with the external service provider,
referred to in paragraph 4(d) above, for technical and referral services to be
rendered towards certain customers, referred to in paragraphs 4(b) and 4(c)
above, the Company has recorded consultancy charges of
Rs. 1,706.40 Lakhs, for the year ended 31 March 2019 with an outstanding
liability of Rs. 1,709.16 Lakhs.
In the absence of complete information regarding proof of the services

rendered by the vendor, and in view of our observations in paragraph 4(d)
above in respect of this vendor, we are unable to conclude on the
appropriateness / correctness / completeness / validity of the expense and
the corresponding liability recorded in the Statement.
7.2 Further, the Company has not evaluated the applicability or coverage of
such services under the Goods and Service Tax Regulations and has not
accrued / paid the same. However, in our opinion, such tax is payable on
those services. The management has not determined the amount of Goods
and Service Tax payable and any interest thereon. We are unable to
conclude on the consequential impact of the same on the Statement.
Deloitte
Haskins Ie Sells LLP
8. Regulatory compliances
8.1 We are unable to conclude on the consequential impact, if any, on the

operations and the financial performance of the Company arising out of the
following matters pertaining to non-compliance with the provisions of the
Companies Act, 2013 and notifications issued by the Securities and
Exchange Board of India (SEBI), as applicable:
(a) In the absence of appropriate processes for identifying related parties

in view of the matters reported in paragraph 4 (a) above, we are
unable to comment on the accuracy and completeness of the related
parties identified and disclosed by the Company including compliance
with obtaining necessary approvals, as required, from those charged
with governance.
(b) It was noted that in the case of two of the Directors who were
re-appointed at the Annual General Meeting (AGM) held on
18 September 2015 and designated as independent directors (One
was also the Chairman of the Audit Committee and the other a
member of the Nomination and Remuneration Committee and also the
Chairman of the Stakeholder Relationship Committee), they may have
ceased to be independent directors under the Act with effect from
17 November 2015 and 12 August 2015, respectively, being the date
from when their relatives were employed either with the Company or
its subsidiary. These directors have been designated as non-
independent directors by the Company from 6 September 2019 and
13 February 2019, respectively.
Considering the above, we are unable to opine on the validity of the

meetings of the Board of Directors, Audit Committee, Stakeholder
Relationship Committee and Nomination and Remuneration Committee,
in regards to the quorum in such meetings and the resolutions
approved in those meetings from the aforesaid AGM date until the
dates when the Company designated them as non-independent
directors.
8.2 We are unable to conclude on the consequential impact, if any, on the

Statement arising out of the matters pertaining to non-compliance with the
applicable master directions/ notifications issued by the Reserve Bank of
India ("RBI") and provisions of The Foreign Exchange Management
Act, 1999, as amended, in respect of the following:
(a) The Company has export trade receivables and foreign currency
interest receivable aggregating Rs. 3,037.28 Lakhs and
Rs. 336.13 Lakhs, respectively, which are outstanding for more than
nine months, from the invoice date, as at 31 March 2019, which is
beyond the time limit stipulated under the Foreign Exchange
Management (Export of Goods & Services) Regulations, 2015, for
repatriation of foreign currency receivables.
(b) As at 31 March 2019, the Company had not made the necessary
intimations to the Authorised Dealer/ RBI as required under the Master
Directions provided by the RBI on Foreign Investment in India for loan/
collaterals/ pledge received from the promoter of the Company, being
a resident outside India, amounting to Rs. 1,395.02 Lakhs during the
year ended 31 March 2019.
Deloitte
Haskins. Sells LLP
However, subsequent to the year-end, the Company has made an

intimation to the Authorised dealer on 12 July 2019 and is yet to make
an application for condonation of delay.
(c) It appears that the Company has provided a corporate guarantee to

Columbia Bank for a line of credit availed by 8K Miles Software
Services Inc., a subsidiary of the Company, and Nexage Technologies
Inc., a step down subsidiary of the Company, aggregating USD
5,000,000 on 12 September 2018. As per the loan sanction document
issued by Columbia Bank, the line of credit was approved by Columbia
Bank based on a representation by the Managing Director of the
Company that the corporate guarantee was approved by the
shareholders of the Company.
We have not been provided with minutes of the meeting of the

shareholders referred above approving such corporate guarantee. Further,
the Company has also not intimated the Authorised Dealer for
providing such corporate guarantee as required under the Master
Directions provided by the RBI on Direct Investment by Residents in
Joint Venture (JV) / Wholly Owned Subsidiary (WaS) Abroad.
8.3 Further, the Company has not carried out a comprehensive review of
compliance with laws and regulations and therefore we are unable to
comment if there are any other instances of non-compliance with laws and
regulations and any consequential impact thereof.
9. Information I clarifications requested but not provided
During the course of our audit, we have requested from the management various
information and clarifications that were required for the purposes of our audit. In
addition to the information and clarifications pending in respect of the matters
described in paragraphs 4 to 8 above, information, inter alia, relating to
assessment of how the revenue recognised by the Company was in compliance
with the provisions of Ind AS 115, documentation supporting evaluation of the
expected credit losses as at 31 March 2019, documentation on services received
against certain consultancy expenses, confirmation of balances from customers,
vendors and other parties, etc., are also pending to be provided to / received by
us. In view of such pending information, we have not been able to obtain
sufficient appropriate evidence to conclude on those matters to express an
opinion on the Statement.
10. Book entries
In view of the matters described in paragraphs 4, 5, 6.3, 7 and 9 above, we are

unable to state if any of the transactions referred to in those paragraphs were
represented by mere book entries.
11. Use of going concern assumption

Deloitte
Haskins & Sells LLP
12. Information on subsidiaries
Based on information in the public domain 8K Miles Cloud Solutions Pte. Limited,
Singapore has stated itself to be a subsidiary of the Company. This entity appears to
have been incorporated on 8 May 2017. Further, 8K Miles Software Services Pte. Ltd,
Singapore and 8K Miles Software Services UK Limited, United Kingdom exist with the
promoter directors appearing as shareholders/directors. The incorporation of wholly
owned subsidiaries in these countries were approved by the Board of Directors of the
Company on 30 May 2018.
However, all these three entities have not been considered by the management of the
Company as subsidiaries in the standalone financial statements. We are informed by
the management that these entities are not subsidiaries of the Company and the
information in the public domain, including with the regulatory authorities in those
geographies are not correct.
We have not been provided with the audited financial statements of these entities
and/or any other verifiable evidence to ascertain the relationship of these entities with
the Company. Hence, we are unable to comment on the relationship of these entities
and the consequential impact these entities may have on the Statement.
13. Because of the significance of the matters described in paragraphs 4 to 12 above,

we have not been able to obtain sufficient appropriate audit evidence to provide a
basis for an audit opinion as to whether the Statement:
(i) is presented in accordance with the requirements of Regulation 33 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
modified by Circular No. CIR/CFD/FAC/62/2016 dated 5 July 2016; and
(ii) gives a true and fair view in conformity with the aforesaid Indian Accounting
Standards and other accounting principles generally accepted in India of the
net profit and Total comprehensive income and other financial information of
the Company for the year ended 31 March 2019.
14. The Statement includes the results for the Quarter ended 31 March 2019 being
the balancing figure between figures in respect of the full financial year and the
previously published year to date figures up to the third quarter of the current
financial year.
For Deloitte Haskins & Sells LLP

(Firm's Registration No. 117366W/W-100018)
V. Balaji
Partner
(Membership No. 203685)
2 November 2019
VB/JT/RB/2019
Unique Identification Number:
tq 2. 0 2> b ~ 5 A F\ RA 13G Lt I b T
(CIN: L72300TN1993PLC101852)
Registered Office: Second Floor, Srinivas Towers, No.5, Cenotaph Road, Teynampet, Chennai - 600 018
STATEMENT OF CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2019
(Amount in INR in Iakhs except EPS)

Year to Date
31 March 2019 31 March 2018
S.No. Particulars
1 Income
a) Revenue from operations 84,219.15 84,923.87
b) Other income 819.42 845.23
Total income 85,038.57 85,769.10
2 Expenses
a) Employee benefits expense 29,052.51 23,557.56
b) Finance costs 1,162.49 971.49
c) Depreciation and amortization expense 6,959.83 2,518.68
d) Other expenses 38,220.86 32,124.52
Total expenses 75,395.69 59,172.25
3 Profit before exceptional items and tax (1-2) 9,642.88 26,596.85
4 Exceptional items - -
5 Profit before tax (3-4) 9,642.88 26,596.85
6 Tax expense
- Current tax 1,300.58 5,910.31
- Deferred tax 359.81 145.23
7 Net profit after tax for the period (5-6) 7,982.49 20,541.31
8 Other comprehensive income I (loss)

Items that will not be reclassified to the statement of profit and Loss
(a) Remeasurement of the defined benefit plans 9.74 14.95
(b) Income tax relating to items that will not be reclassified to the statement of profit or loss (2.81) (4.12)
Total other comprehensive income / (loss) (Net of tax) 6.93 10.83
9 Total comprehensive Income for the period (7+8) 7,989.42 20,552.14
10 Profit attributable to:

Owners of the company 6,871.77 17,161.62
Non-controlling Interest 1,110.72 3,379.69
11 Other comnrehensive income attributable to:

Owners of the company 6.93 10.83
Non·controlling Interest
12 Total comDrehensive income attributable to:

Owners of the company 6,878.70 17,172.45
Non·controlling Interest 1,110.72 3,379.69
13 Paid·up equity share capital (Face value of Rs. 51· each) 1,525.88 1,525.88
Reserves (Other Equity) - excluding any revaluation reserve 57,706.55 47,583.61
14 Earnings per equity share (EPS) [Face value of Rs. 5/- each]
(a) Basic EPS(Rs.) 22.52 56.24
(b) Diluted EPS(Rs.) 22.52 56.24

(CIN: L72300TN1993PLC101852)
Registered Office: Second Floor, Srlnlvas Towers, No.5, Cenotaph Road,Teynampet, Chennal - 600 018
1. CONSOLIDATED BALANCESHEET AS ON 31 MARCH 2019
(Amount in INR in lakhs)

As at As at
Particulars 31 March 2019 31 March 2018
A ASSETS
1 Non-current assets
(a) Property. plant and equipment 899.23 1.249.05
(b) Capital work-in-proqress - 10.60
(c) Goodwill 12.827.16 11.994.47
(d) Other intangible assets 49.972.95 22.590.02
(e) Intanqibte assets under development - 2.795.68
(f) Financial assets
(i) Loans 81.19 171.42
(9) Other non-current assets 4508.40 4 382.27
Total non-current assets 68288.93 43193.51
2 Current assets
(a) Financial assets
(i) Trade receivables 23.768.30 25.252.35
(ii) Cash and cash equivalents 815.45 1.023.13
(iii) Bank balances other than (ii) above - 76.00
(iv) Loans 1.84 6.518.41
(v) Other financial assets 1.704.89 3.306.36
(b) Current Tax Assets (Net) 3.155.17 -
(c) Other current assets 2065.38 2.516.51
Total current assets 31511.03 38692.76
Total Assets (1+2) 99799.96 81886.27
B EOUITY AND LIABILITIES
3 EQuitv
(a) Equity share capital 1,525.88 1,525.88
(b) Other equity 57,706.55 47,583.61
Equity attributable to owners of the company 59,232.43 49,109.49
Non-controlling interest 17301.01 14723.63
Total equity 76533.44 63833.12
4 Non-current liabilities
(i) Borrowinas 5.476.27 5.007.15
(b) Provisions 65.46 63.10
(c) Deferred tax liabilities 671.02 308.40
(d) Other non-current liabilities 4.39 10.61
Total non-current liabilities 6217.14 5389.26
5 Current liabilities
(al Financial liabilities
(i) Borrowings 5,299.65 2,592.27
(ii) Trade payables
(a) Total outstanding dues of micro enterprises and small enterprises 2.92 -
(b) Total outstanding dues of creditors other than micro enterprises and 8,318.66 4,136.41
small enterprises
(iii) Other financial liabilities 2,253.84 3,412.47
(bl Other current liabilities 974.31 750.35
(c) Provisions 57.86 32.17
(d) Current tax liabilities (Net) 142.14 1 740.22
Total current liabilities 17,049.38 12,663.89
Total EQuitv and liabilities (3+4+5) 99799.96 81886.27

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Deloitte ASV N Ramana Tower
52, Venkatnarayana Road
Haskins & Sells LLP T. Nagar

Chennai- 600017
Tamil Nadu, India
Tel: +91 44 6688 5000

Fax: +91 44 6688 5050
INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF
1. We were engaged to audit the accompanying Statement of Consolidated Financial

Results of 8K MILES SOFTWARE SERVICES LIMITED ("the Parent"/"the Holding
Company"/"the Company") and its subsidiaries (Refer paragraph 16 below, for the
subsidiaries that are considered in these consolidated financial results), (the Parent and
its subsidiaries together referred to as "the Group") for the year ended 31 March 2019
("the Statement"), being submitted by the Parent pursuant to the requirement of
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated 5 July 2016.
2. This Statement, which is the responsibility of the Parent's management and approved by
the Board of Directors, has been compiled from the related consolidated financial
statements which has been prepared in accordance with the Indian Accounting
Standards prescribed under Section 133 of the Companies Act, 2013 ("the Act"), read
with relevant rules issued thereunder ("Ind AS") and other accounting principles
generally accepted in India.
3. Our responsibility is to conduct an audit of the Statement in accordance with Standards

on Auditing specified under section 143(10) of the Act and to issue an auditor's report.
However, because of the matters described in Paragraphs 4 to 15 below, we were not
able to obtain sufficient appropriate audit evidence to provide a basis for an audit
4. Report under Section 143 (12) of the Act
During the course of our audit of the Statement for the year ended 31 March 2019 we
came across certain transactions that gave us reason to believe that suspected offences
involving fraud have been committed in the Group. Such transactions with regard to the
Statement, inter alia, pertained to:
(a) Several instances of inconsistencies between the initial bank statements and the
subsequent bank statements provided for verification in certain subsidiaries. Also
see paragraphs 6.3 and 7 below.
(b) Several instances of inconsistencies between declarations provided by Directors

and information available in the public forum which demonstrated existence of
probable related parties which were not disclosed previously, including certain
transactions with such parties which were not disclosed or approved by the Audit
Committee/Board of Directors. Also see paragraphs 6.3 and 12.1(a) below.
(c) Several instances of transactions with certain customers, wherein the Company
was not able to provide us with the particulars of the services rendered and
acknowledged by the customer, the details of employees actually rendering such
service, the appropriateness and source of the monies received from such
customers. Also see paragraph 7 below.
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Haskins 8r. Sells LLP
(d) Several inconsistencies with the names of the parties / customers mentioned in
the bank statements of some of the subsidiaries and the books of account
maintained by those subsidiaries. Also see paragraph 4(a) above and paragraphs
6.3 and 7 below.
(e) Several instances of multiple addresses being considered in various

communications with certain customers in the invoices, website of the customer,
on cheques received from customers, including instances wherein some of the
communication addresses coincided with the residential address of certain
employees of the Company or its subsldlanes, which impacted our ability to
establish the authenticity of the customer. Also see paragraph 7 below.
(f) Several instances of communications with a vendor, wherein there were multiple
communications using different email ids, documents with varying signatures and
differences in the spelling of the common signatory of the vendor, etc. which
impacted our ability to establish the authenticity of the vendor. Also see
paragraph 8.1 below.
(g) Several instances of transactions with vendors, wherein there were

inconsistencies between the nature of services as mentioned in the invoices and
the basis of recording in the books of account as consultancy expenses and
intangible assets, multiple federal tax identification against the same vendor,
contracts signed by employees post cessation of their employment, etc. Also see
paragraph 8.2 below.
(h) Appropriate approvals and concerns over recovery of advances made to a related
party, by the Group. Also see paragraph 6 below.
Pursuant, inter alia, to the above observations, we requested the Audit Committee of the
Company to provide us with their replies or observations to the aforesaid matters for us to
consider the same as part of our audit.
Subsequent to our reporting of such matters to the Audit Committee vide our letter
dated 15 July 2019, the Audit Committee in its meeting held on 18 July 2019 appointed
an external firm of Chartered Accountants to carry out an investigation. We are informed
that as on the date of this report, the investigation report of the external firm of
Chartered Accountants has not yet been received by the Company and, hence, the same
has not been made available to us.
Further, we also included the aforesaid matters in our report dated 13 September 2019
to the Central Government in accordance with the requirements of section 143(12) of
the Act.
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Haskins & Sells LLP
In view of the above, we are unable to comment on the consequential adjustments, if

any, that may be required to the Statement in this regard.
5. Access to books of account of a subsidiary and information on subsidiaries
5.1. Our terms of engagement for the audit of the Statement included the
management's responsibility to provide us access, at all times, to the records of
all the subsidiaries of the Company in so far as it relates to the consolidation of
its financial statements as envisaged in the Act.
However, the Company did not provide us the access to the records and books of
account of 8K Miles Software Services FZE, a wholly owned subsidiary of the
Company, which represents total assets of Rs. 11,635.68 Lakhs as at
31 March 2019, total revenues of Rs. 7,560.23 Lakhs, profit after tax of
Rs. 789.65 Lakhs and net cash outflows amounting to Rs. 96 Lakhs for the year
ended on that date, as considered in the Statement.
These balances have been included, in the Statement, by the management

based on financial statements of the subsidiary, prepared in accordance with the
International Financial Reporting Standards (IFRS), wherein the auditor of the
subsidiary has issued an unmodified report.
We were unable to obtain sufficient appropriate audit evidence about the state of
affairs of the subsidiary as at 31 March 2019 and the results of its operations for
the year then ended, in the absence of access to the records and books of
account of the subsidiary.
5.2. Based on information in the public domain 8K Miles Cloud Solutions Pte. Limited,
Singapore has stated itself to be a subsidiary of the Holding Company. This entity
appears to have been incorporated on 8 May 2017. Further, 8K Miles Software
Services Pte. Ltd, Singapore and 8K Miles Software Services UK Limited, United
Kingdom exist with the promoter directors appearing as shareholders/directors.
The incorporation of wholly owned subsidiaries in these countries were approved
by the Board of Directors of the Holding Company on 30 May 2018.
However, all these three entities have not been considered by the management of
the Holding Company as subsidiaries in the preparation of the consolidated
financial statements. We are informed by the management that these entities are
not subsidiaries of the Holding Company and the information in the public
domain, including with the regulatory authorities in those geographies are not
correct.
We have not been provided with the audited financial statements of these entities
and/or any other verifiable evidence to ascertain the relationship of these entities
with the Holding Company. Hence, we are unable to comment on the relationship
of these entities and the impact the financial statements of these entities may
have on the Statement.
Deloitte
Haskins & Sells LLP
6. 8K Miles Media Private Limited C'8K Miles Media")
6.1. Around the last week of September 2018, we were made aware of the resignation
of the statutory auditor of 8K Miles Media, a company promoted by the promoter
directors of the Company, vide their resignation letter dated 30 April 2018. As per
the said letter, the resignation was due to the misuse of that Audit Firm's Letter
Head and signature of their Partner through forgery in certain ODI Certificates
submitted by 8K Miles Media to its bankers for transfer of funds of
USD 71.51 Lakhs (Rs. 4,612.91 Lakhs) to 8K Miles Media Holdings Inc. USA, a
subsidiary of 8K Miles Media. 8K Miles Media and its subsidiaries (together \\8K
Miles Media Group") were identified as a related party in the consolidated
financial statements of the Company for the year ended 31 March 2018.
During the period ended 31 December 2018, the management of 8K Miles Media
initiated an independent forensic review to evaluate the authenticity of the
signatures in the 001 Certificates referred above. 8K Miles Media has submitted a
copy of the forensic report to the Company. We understand that the aforesaid
forensic report states that the writer of the signature in the 001 certificates is the
same as that of the specimen signatures of the audit partner as provided to the
forensic auditor thereby concluding that there was no forgery in the 001
certificates.
Since this matter relates to a company where another firm is the statutory
auditor and since the financial statements of that company are not included in the
consolidated financial statements of the Company, we have not been able to
perform any procedures related to the allegation or the forensic report.
6.2. Further, during the last week of September 2018,
(a) the CEO and Managing Director of the Company, who was also a promoter
director in 8K Miles Media, resigned as a director in 8K Miles Media.
(b) the CFO and Executive Director of the Company, who was the other
promoter director in 8K Miles Media, resigned from his role as CFO of the
Company stating that his resignation was to have the necessary time to
clear all the baseless allegations and unsubstantiated allegations relating to
8K Miles Media. However, he continues to be a director in both the
Company as well as 8K Miles Media.
6.3. The Company has trade and other receivables aggregating Rs. 3,309.10 Lakhs as
at 31 March 2019 receivable from 8K Miles Software Services Inc., a subsidiary.
It may be noted that this subsidiary had loans receivable from entities of 8K Miles
Media Group in the USA aggregating USD 89.61 Lakhs (Rs. 5,808.44 Lakhs) as at
31 March 2018.
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Haskins & SellsLLP
We are informed by the management of the Holding Company that such amounts
due, including interest as accrued, have been fully recovered as at 31 March 2019
by that subsidiary. However, in the absence of appropriate workings for the
interest, documentation regarding loan agreements and due to inconsistencies
noted between the transactions as per the Bank Statements of the subsidiary
with the transactions as recorded in the books of account of the subsidiary, as
mentioned in paragraphs 4(a) and 4(d) above, we were unable to confirm the
management's assertion on the said collections made by the subsidiary.
6.4. We are unable to conclude if the above events in 8K Miles Media have any effect
on:
(a) the Group and its operations, in view of the allegations in the aforesaid
resignation letter of the statutory auditor of that company and the nature
of the Group's relationship with 8K Miles Media, as described in paragraphs
6.1 and 6.2 above, respectively;
(b) the status of the Group's receivable from such related party, as described
in paragraph 6.3 above; and
(c) the consequential impact, if any, of the same on the operations of the
Group.
7. Revenue from Contracts with Customers and related outstanding receivables
During the year ended 31 March 2019 the Group initially recognised revenue aggregating
to Rs. 54,789 Lakhs (including Rs. 2,428.69 Lakhs relating to the Company) from the
customers referred to in paragraphs 4(c), 4(d) and 4(e) above.
The management has, subsequently, based on our report under section 143(12) of the
Act reversed and derecognised revenue aggregating to Rs. 16,940.66 Lakhs (including
Rs. Nil relating to the Company) and the consequent receivables. Accordingly, the net
revenues recognised from these customers during the year aggregated to Rs. 37,848.34
Lakhs and the outstanding receivables as at 31 March 2019 is Rs. 9,382.13 Lakhs
(includes balances of Rs. 1,022.36 Lakhs outstanding even as at 31 March 2018).
In the absence of complete information regarding the proof of services rendered, efforts
expended, basis of revenue recognition and reversaljderecognition, and in view of our
observations in paragraphs 4(c), 4(d) and 4(e) above in respect of these customers, and
inconsistencies in the bank statements referred in paragraph 4(a) above, we are unable
to conclude on the appropriateness j correctness j completeness j validity of the net
revenue recognised, compliance with the recognition and measurement of revenue
required under the Indian Accounting Standard (Ind AS) 115 - Revenue from Contracts
with Customers and the corresponding receivables in the Statement.
The Group has also not carried out an evaluation of the expected credit loss required
under Indian Accounting Standard (Ind AS) 109 - Financial Instruments (Ind AS 109) for
__-.....
.....outstanding trade receivables as at 31 March 2019 and therefore we are unable to
~-c€lmtRent on the adequacy and appropriateness of the provision made against the trade
Ie balances as at 31 March 2019.
Deloitte
Haskins & Sells LLP
8. Procurement of services and trade payables
8.1. Based on the master service agreement with the external service provider,
referred to in paragraph 4(f) above, for technical and referral services to be
rendered towards certain customers, referred to in paragraphs 4(c) and 4(e)
above, the Company has recorded consultancy charges of Rs. 1,706.40 Lakhs, for
the year ended 31 March 2019 with an outstanding liability of Rs. 1,709.16 Lakhs.
In the absence of complete information regarding proof of the services being

rendered by the vendor, and in view of our observations in paragraph 4(f) above
in respect of this vendor, we are unable to conclude on the appropriateness /
correctness / completeness / validity of the expense and the corresponding
liability recorded in the Statement.
Further, the Company has not evaluated the applicability or coverage of such
services under the Goods and Service Tax Regulations and has not accrued / paid
the same. However, in our opinion, such tax is payable on those services. The
management has not determined the amount of Goods and Service Tax payable
and any interest thereon. We are unable to conclude on the consequential impact
of the same on the Statement.
8.2. Based on the invoices received from certain vendors, referred to in paragraph
4(g) above, the Group has for the year ended 31 March 2019 recorded
consultancy charges aggregating Rs. 26,689.45 Lakhs, intangible assets/assets
under development of Rs. 22,267.29 Lakhs, with an outstanding liability of
Rs. 2,224.43 Lakhs as at that date.
In the absence of complete information regarding nature of the services being

rendered, the customers for whom these services were rendered and the nature
of intangible assets being developed, and in view of our observations in
paragraph 4(g) above in respect of these vendors, we are unable to conclude on
the appropriateness / correctness / completeness / validity of the expense, the
intangible asset/asset under development and the corresponding
liability/payment recorded in the Statement.
9. Income Taxes
The Group has recorded tax expenses (net) of Rs. 1,270.57 Lakhs during the year ended
31 March 2019, and has a net tax asset as at that date of Rs. 3,155.17 Lakhs and a net
deferred tax liability of Rs. 731.91 Lakhs relating to certain of its foreign subsidiaries.
We have not been provided with the tax returns filed with regard to its foreign
subsidiaries, reconciliation of the balances considered in the tax returns so filed with the
audited financial statements of the subsidiaries, the tax position and status of
assessments of such subsidiaries, a roll forward to the deferred tax position as at
31 March 2019 from 31 March 2018 and the workings for the tax provision for the
Deloille
Haskins & Sells LLP
We are accordingly unable to conclude on the carrying amounts of tax assets and
liabilities, including deferred tax balances, as at 31 March 2019, as considered in the
Statement. Further, in the absence of the tax returns we have also not been able to
validate if the profits of these subsidiaries considered in the tax returns and as per the
books of account provided to us were the same.
10. Intangible asset capitalisation and evaluation of impairment, including for goodwill
10.1. The Group has during the year capitalised costs towards internally generated
intangible assets and internally generated intangible assets under development
amounting to Rs. 32,393.80 Lakhs (also refer paragraphs 4(g) and 8.2 above).
In the absence of appropriate documentation as to the nature of these intangible

assets, data to demonstrate the appropriateness of the timing to commence
capitalization of costs associated with such intangible assets as well as the basis
to demonstrate the costs capitalised in fact were associated with the intangibles
being developed, we are unable comment on the carrying value of such intangible
assets as at 31 March 2019.
10.2. The Group has goodwill and acquired intangibles (net of amortisation) of
Rs. 62,800.11 Lakhs as at 31 March 2019.
The management has not provided us with their assessment of any impairment to
the carrying value of such goodwill and other intangible assets. Accordingly, we
are unable to comment on the appropriateness of the carrying value and the
recoverability of such goodwill and other intangible assets as at 31 March 2019.
11. Business Combinations
The Group had in the previous year ended 31 March 2018 completed certain acquisitions
or had paid advances towards proposed acquisitions, wherein we noted that:
11.1. During the previous year ended 31 March 2018, the Group had recorded an
amount of USD 3,304,557 (INR 2,142.01 Lakhs) as contingent consideration due
to the erstwhile owners of Cornerstone Advisors Group LLC ("Cornerstone")
payable upon satisfaction of conditions as specified in the acquisition agreement.
During the current year an amount USD 1,747,198 (INR 1,218.85 Lakhs) has
been paid by the Group to the erstwhile members of Cornerstone. In the absence
of details with respect to satisfaction of conditions as specified in the acquisition
agreement, we are unable to comment on the amount of contingent consideration
that has been paid during the year and the carrying amount of USD 1,557,359
(Rs. 1,079.56 Lakhs), as the liability towards contingent consideration as at
31 March 2019. Further, such consideration has not been fair valued as required
under Ind AS 109.
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Haskins It Sells LLP
11.2. An advance of USD 6,500,000 was paid by one of the subsidiaries of the
Company, during the previous year ended 31 March 2018, consequent to a Share
Purchase agreement entered into with a Seller and a Corporation for acquiring the
entire outstanding shares of the Corporation. In accordance with the said
agreement, in the event the closing of acquisition doesn't occur within 15 months
(i.e. before February 2019) from the date of agreement, Seller will retain Five
Hundred Thousand US Dollars ($500,000) as penalty and balance Six Million US
Dollars ($6,000,000) shall be refunded to the Group within 5 calendar days.
As at 31 March 2019 the acquisition as planned was not completed and the
management of the Company has represented that the term of the Share
Purchase agreement has been extended. In the absence of a supporting
convincing evidence and our inability to send direct confirmation request to the
Seller and the Corporation on the revision of the terms including waiver of the
penalty, due to not receiving the communication address to which the
confirmation requests were to be sent, we are unable to comment on the
recoverability of the amount of Rs. 4,505.80 Lakhs (equivalent to USD
6,500,000) included under Note 9 as "advances towards acquisition", as at
31 March 2019 and the consequential impact, if any, on the Statement.
12. Regulatory compliances
12.1. We are unable to conclude on the consequential impact, if any, on the operations
and the financial performance of the Group arising out of the following matters
pertaining to non-compliance with the provisions of the Companies Act, 2013 and
notifications issued by the Securities and Exchange Board of India (SEBI), as
applicable:
(a) In the absence of appropriate processes for identifying related parties in

view of the matters reported in paragraph 4(b) above, we are unable to
comment on the accuracy and completeness of the related parties identified
and disclosed by the Company including compliance with obtaining
necessary approvals, as required, from those charged with governance.
(b) It was noted that in the case of two of the Directors who were re-appointed
at the Annual General Meeting (AGM) held on 18 September 2015 and
designated as independent directors (One was also the Chairman of the
Audit Committee and the other a member of the Nomination and
Remuneration Committee and also the Chairman of the Stakeholder
Relationship Committee), they may have ceased to be independent directors
under the Act with effect from 11 November 2015 and 12 August 2015
respectively, being the date from when their relatives were employed either
with the Company or its subsidiary. These directors have been designated as
non-independent directors by the Company from 6 September 2019 and
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Haskins & Sells LLP
Considering the above, we are unable to opine on the validity of the

meetings of the Board of Directors, Audit Committee, Stakeholder
Relationship Committee and Nomination and Remuneration Committee, in
regards to the quorum in such meetings and the resolutions approved in
those meetings from the aforesaid AGM date until the dates when the
Company designated them as non-independent directors.
12.2. We are unable to conclude on the consequential impact, if any, on the Statement
arising out of the matters pertaining to non-compliance by the Holding Company
with the applicable master directions/ notifications issued by the Reserve Bank of
India ("RBI") and provisions of The Foreign Exchange Management Act, 1999, as
amended, in respect of the following:
(a) The Holding Company has export trade receivables and foreign currency
interest receivable aggregating Rs. 3,037.28 Lakhs and Rs. 336.13 Lakhs,
respectively, including intra-group receivables which amounts, as at
31 March 2019, were outstanding for more than nine months from the
invoice date, which is beyond the time limit stipulated under the Foreign
Exchange Management (Export of Goods & Services) Regulations, 2015, for
repatriation of foreign currency receivables.
(b) As at 31 March 2019, the Company had not made the necessary intimations
to the Authorised Dealer/ RBI as required under the Master Directions
provided by the RBI on Foreign Investment in India for loan/ collaterals/
pledge received from the promoter of the Company, being a resident outside
India, amounting to Rs. 1,395.02 Lakhs during the year ended
31 March 2019.
However, subsequent to the year-end, the Company has made an intimation

to the Authorised dealer on 12 July 2019 and is yet to make an application
for condonation of delay.
(c) It appears that the Holding Company has provided a corporate guarantee to
Columbia Bank for a line of credit availed by two of the subsidiaries in the
Group aggregating USD 5,000,000 on 12 September 2018. As per the loan
sanction document issued by Columbia Bank, the line of credit was approved
by Columbia Bank, based on a representation by the Managing Director of
the Holding Company that the corporate guarantee was approved by the
shareholders of the Holding Company.
We have not been provided with minutes of the meeting of the shareholders
referred above approving such corporate guarantee. Further, the Company
has also not intimated the Authorised Dealer for providing such corporate
guarantee as required under the Master Directions provided by the RBI on
Direct Investment by ReSidents in Joint Venture (JV) / Wholly Owned
Subsidiary (WOS) Abroad.
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Haskins & Sells LLP
12.3. Further, the Holding Company has not carried out a comprehensive review of
compliance with laws and regulations and therefore we are unable to comment if
there are any other instances of non-compliance with laws and regulations and
any consequential impact thereof.
13. Information I clarifications requested but not provided
During the course of our audit, we have requested from the management various
information and clarifications that were required for the purposes of our audit. In
addition to the information and clarifications pending in respect of the matters described
in paragraphs 4 to 12 above, information, inter alia, relating to assessment of how the
revenue recognised by the Group was in compliance with the provisions of Ind AS 115,
documentation supporting evaluation of expected credit losses as at 31 March 2019,
information of payroll costs recognised in some of the subsidiaries, confirmation of
balances from customers, vendors and other parties, etc., are also pending to be
provided to / received by us. In view of such pending information, we have not been
able to obtain sufficient appropriate evidence to conclude on those matters to express an
14. Book Entries
In view of the matters described in paragraphs 4, 6.3, 7, 8, 10 and 13 of the Basis for
Disclaimer of Opinion section of our report, we are unable to state if any of the
transactions referred to in those paragraphs were represented by mere book entries.
15. Use of going concern assumption
In view of the matters reported in paragraphs 4 to 14 above, and in the absence of

reliable cash flow projections by the management, and any consequential impact of
those matters on the Statement and operations of the Group, we are unable to comment
on the appropriateness of the going concern assumption adopted by the management in
the preparation of the Statement.
16. The Statement, includes the results of the following entities:
(i) 8K Miles Software Services Limited ("the Parent")

(ii) 8K Miles Software Services Inc. USA, the Subsidiary
(iii) 8K Miles Health Cloud Inc. USA, the Wholly Owned Subsidiary
(iv) 8K Miles Software Services FZE UAE, the Wholly Owned Subsidiary
(v) Mentor Minds Solutions & Services Inc. USA, the Wholly Owned Subsidiary
(vi) Nexage Technologies USA Inc., the Step down Subsidiary
(vii) Cornerstone Advisors Group LLC, the Step down Subsidiary
(viii) Serj Solutions Inc. USA, the Step down Subsidiary
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Haskins & Sells LLP
17. Because of the significance of the matters described in paragraphs 4 to 15 above, we

have not been able to obtain sufficient appropriate audit evidence to provide a basis for
an audit opinion as to whether the Statement:
a. is presented in accordance with the requirements of Regulation 33 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by
Circular No. CIRjCFDjFACj62j2016 dated 5 July 2016; and
b. gives a true and fair view in conformity with the aforesaid Indian Accounting
Standards and other accounting principles generally accepted in India of the net
profit, Total comprehensive income and other financial information of the Group for
the year ended 31 March 2019.
For Deloitte Haskins & Sells LLP

(Firm's Registration No. 117366WjW-100018)
v. Balaji
Partner
(Membership No. 203685)
2 November 2019
VBjJTjRBj2019
Unique Identification Number:
I q2.0 3 b"8S" AP14iIi e,!= C:,~ 3 0
The Board has deliberated about the financial statements and the report of the statutory auditors.
The response for qualification of the Auditors opinion has been provided below:
Management's Response on the Auditor's Opinion for Standalone Audited Financial Statements
for the Financial Year ended March 31. 2019
Auditor's Observation: Management's Response
Item 1
(a) Several instances of inconsistencies
The Directors have provided the appropriate
between declarations provided by documents as required under the law and
Directors and information available in believes to their knowledge there is no related
the public forum which demonstrated
parties which were undisclosed.
existence of probable related parties
which were not disclosed previously,
including certain transactions with such
parties which were not disclosed or
approved by the Audit Committee /
Board of Directors. Also see paragraph
S.l(a) below.
(b) Several instances of transactions with The Management hereby affirms that the
certain customers, wherein the Company proper time sheets and nature of services
was not able to provide us with the rendered were submitted to the audit team
particulars of the services rendered and during the audit along with the
acknowledged by the customer, the acknowledgement received from such
details of employees actually rendering customers. Also, the confirmation of balances
. such service'; the appropriateness and were received from the customers and the
source of the monies received from such Company has requested such customers for the
customers. Also see paragraph 2 below. payment schedule to support the recoverability
of the amounts from them.
(c) Several instances of multiple addresses The Management hereby states that certain
being considered in various customers have multiple locations and the
communications with certain customers services were provided at various locations. The
in the invoices, website of the customer, Management has duly darified to the audit team
on cheques received from customers, about the addressesof the employees who were
including instances wherein some of the previously the employees of our customers.
communication addresses coincided with
the residential address of certain
employees of the Company or its
subsidiaries, which impacted our ability
to establish the authenticity of the
(d) Several instances of communications with The Management has given necessary
a vendor, wherein there were multiple explanations to audit team during the audit for
communications using different email the email addresses used by the vendor. The
ids, documents with varying signatures Management affirms that the authenticity of
and differences in the spelling of the that vendor has been established by obtaining
common signatory of the vendor, etc. direct confirmation from that vendor with
which impacted our ability to establish respect to services provided. The Management
the authenticity of the vendor. Also see also of the opinion that usage of multiple email
addresses is the preference of the vendor.
#5, Cenotaph Road, II Floor, Srinivas Towers, Teynampet, Chennai _ 600 018
© +91 44 66028000 ei!h91 44 43009049 ~contactus@8kmilessoftwareservices.com
paragraphs 3.3 and 4 below.
(e) Appropriate approvals and concerns over The management confirms that advances to a
recovery of advances made to a related related party has been fully recovered during the
party, by a subsidiary of the Company. year of audit and there is NO outstanding at the
Refer paragraph 3 for more details. end of 31st March 2019 as per the books of
account.
(f) Several instances of various The management states that the subsidiary
inconsistencies were also noted during accounts have been audited by the auditor in the
our audit of the books of account of domicile of subsidiary and not reported any such
certain foreign subsidiaries in association inconsistencies.
with our audit of the consolidated
financial statements of the Company.
Item 2
The Company has obtained the necessary
Revenue from Contracts with Customers and
related outstanding receivables balance confirmation from the customers as at
During the year ended 31 March 2019 the the end of the year and the Company has
Company recognised revenue aggregating to requested such customers for the payment
Rs.2,428.69 Lakhs from the customers referred schedule to support the recoverability of the
amounts from those customers. As the amounts
to in paragraphs l(b) and l(c) above wherein
such customers have an outstanding balance are good to recover, an evaluation of the
expected credit loss as required under Indian
aggregating Rs.3,464.01 Lakhs as at 31 March
2019 (includes balances of Rs.1,022.36 Lakhs Accounting Standard (Ind AS) 109 - Financial
Instruments for the outstanding trade
outstanding even as at 31 March 2018).
receivables does not arise.
As explained l(b) above, the Management
In the absence of complete information
hereby affirms that the proper time sheets and
regarding the proof of services rendered, efforts
nature of services rendered were submitted to
expended, and in view of our observations in
the audit team during the audit along with the
paragraphs l(b) and l(c) above in respect of
acknowledgement received from such
these customers, we are unable to conclude on
customers. Also, the confirmation of balances
the appropriateness / correctness /
completeness / validity of the revenue were received from the customers and the
Company has requested such customers for the
recognised, compliance with the recognition and
payment schedule to support the recoverability
measurement of revenue required under the
of the amounts from them.
Indian Accounting Standard (Ind AS) 115
Revenue from Contracts with Customers and the
corresponding receivables in these standalone
financial statements.
The Company has also not carried out an

evaluation of the expected credit loss required
under Indian Accounting Standard (Ind AS) 109 -
Financial Instruments for the outstanding trade
receivables as at 31 March 2019 and therefore
we are unable to comment on the adequacy and
appropriateness of the provision made against
the trade receivable balances as at 31 March
2019.
Item No.3: 8K Miles Media Private limited
3.1 Around the last week of September 2018,
The management states that the forensic experts
we were made aware of the resignation appointed by the SK Miles Media Private Limited
of the statutory auditor of SK Miles have submitted their report to the Board
Media, a company promoted by the wherein they have concluded that all the
promoter directors of the Company, vide allegations made on SK Miles Media are not
their resignation letter dated 30 30 April true. The Board hereby has duly taken that
report into record. The management further
201S. As per the said letter, the
clarifies there is no relationship nexus between
resignation was due to the misuse of that
SK Miles Media and the Company, except for the
Audit Firm's Letter Head and signature of
common promoter. Thus, there is no
their Partner through forgery in certain requirement of providing financial statements of
001 Certificates submitted by SK Miles SK Miles Media to the auditors.
Media to its bankers for transfer of funds
of USD 71.51 Lakhs (Rs. 4,612.91 Lakhs)
to SK Miles Media Holdings Inc. USA, a
subsidiary of SK Miles Media. SK Miles
Media and its subsidiaries (together "SK
Miles Media Group") were identified as a
related party in the consolidated financial
statements of the Company for the year
ended 31 March 201S. During the period
ended 31 December 201S, the
management of SK Miles Media initiated
an . independent forensic review to
evaluate the authenticity of the
signatures in the 001 Certificates referred
above. SK Miles Media has submitted a
copy of the forensic report to the
Company. We understand that the
aforesaid forensic report states that the
writer of the signature in the 001
certificates is the same as that of the
specimen signatures of the audit partner
as provided to the forensic auditor
thereby concluding that there was no
forgery in the 001 certificates. Since this
matter relates to a company where
another firm is the statutory auditor and
since the financial statements of that
company are not included in the
consolidated financial statements of the
Company, we have not been able to
perform any procedures related to the
allegation or the forensic report.
3.2 Further, during the last week of The Management affirms that SK Miles Media
September 201S, has no nexus except for the common promoters.
a) the CEO and Managing Director of the Hence the false and baseless allegations have no
Company, who was also a promoter impact on the Company and its operations.
director in SK Miles Media, resigned as a The Trade receivables from SK Software Services
director in 8K Miles Media. lnc., a subsidiary is an ongoing account and have
since received Rs.858.48 Lakhs till date of this
b) the CFO and Executive Director of the report.
Company, who was the other promoter With respect to loans receivable from 8K Miles
director in 8K Miles Media, resigned from Media Group in USA - the total amount
his role as CFO of the Company stating including the interest charge on the outstanding
that his resignation was to have the amounts have been fully recovered and as at the
necessary time to clear all the baseless 31st March 2019 the balance from 8K Media is
allegations and unsubstantiated NIL. Also the Management affirms that the
allegations relating to 8K Miles Media. appropriate workings for the interest on the
However, he continues to be a director in amounts outstanding have been provided and
both the Company as well as 8K Miles recovered in full.
Media. Based on the above facts and continuity of the
r------------------------------------1
3.3 The Company has trade and other business and operations of the subsidiary, the
receivables aggregating Rs.3,309.10 Lakhs Managements believes that there is no
as at 31 March 2019 receivable from 8K possibility of impairment in the investments
Miles Software Services Inc., a subsidiary. made by the parent company and the
It may be noted that this subsidiary had recoverability of the amount receivables are
loans receivable from entities of 8K Miles good.
Media Group in the USA aggregating USD
89.61 Lakhs (Rs.5,808.44 Lakhs) as at 31
March 2018.
We are informed by the management of the

Company that such amounts due, including
interest as accrued, have been fully recovered
as at 31 March 2019 by that subsidiary.
However, in the absence of appropriate
workings for the interest, documentation
regarding loan agreements and due to
inconsistencies noted between the
transactions as per the Bank Statements of
the subsidiary with the transactions as
recorded in the books of account of the
subsidiary, we were unable to confirm the
management's assertion on the said
collections made by the subsidiary.
3.4 We are unable to conclude if the above As explained the company has received all the
events in 8K Miles Media have any effect outstanding amounts prior to December 2018
on: and the above allegation is nothing to do with
(a) the Company and its operations, in view the company as it is neither a related party nor a
of the allegations in the aforesaid subsidiary.
resignation letter of the statutory
auditor of that company and the nature
of the Company's relationship with 8K
Miles Media, as described in paragraphs
3.1 and 3.2 above, respectively;
(b) the ability of the Company's subsidiary
to transfer funds back to the Company,
in view of the loans receivable by it
from the entities of 8K Miles Media
Group in the USA as described in
paragraph 3.3 above, which could result
in a possible impairment in the
investment of Rs.9,816.65 Lakhs held in
that subsidiary, trade receivables of
Rs.2,819.92 Lakhs and interest
recoverable of Rs. 489.18 Lakhs from
such subsidiary; and
(c) the consequential impact, if any, of the
same on the operations of the
Company.
Item 4: Procurement of services and trade The Management has provided the audit team,
payables the details with respect to services availed from
the vendor, confirmation of the charges and
4.1. Based on the master service payables.
agreement with the external service With respect to GST applicability, the
provider, referred to in paragraph l(d) Management is in the process of obtaining a
above, for technical and referral professional opinion and will take requisite steps
services to be rendered towards in due course.
certain customers, referred to in
paragraphs 1 (b) and l(c) above, the
Company has recorded consultancy
charges of Rs.l,706.40 Lakhs, for the
year ended 31 March 2019 with an
outstanding liability of Rs.l,709.16
Lakhs. In the absence of complete
information regarding proof of the
services rendered by the vendor, and
in view of our observations in
paragraph l(d) above in respect of this
vendor, we are unable to conclude on
the appropriateness / correctness /
completeness / validity of the expense
and the corresponding liability
recorded in these standalone financial
statements.
4.2. Further, the Company has not

evaluated the applicability or coverage
of such services under the Goods and
Service Tax Regulations and has not
accrued / paid the same. However, in
our opinion, such tax is payable on
those services. The management has
not determined the amount of Goods
and Service Tax payable and any
interest thereon. We are unable to
conclude on the consequential impact
of the same on these standalone
Item 5: Regulatory Compliances
S.l. We are unable to conclude on the

consequential impact, if any, on the
operations and the financial
performance of the Company arising
out of the following matters pertaining The management hereby states that these have
to non-compliance with the provisions been duly complied as mentioned in l(a) above
of the Companies Act, 2013 and and the related party details have been
notifications issued by the Securities appropriately disclosed in the financial
and Exchange Board of India (SEBI),as statements.
applicable:
(a) In the absence of appropriate processes for

identifying related parties in view of the
matters reported in paragraph 1 (a) above,
we are unable to comment on the accuracy
and completeness of the related parties
identified and disclosed by the Company
including compliance with obtaining
necessary approvals, as required, from
those charged with governance.
(b) It was noted that in the case of two of the The management has taken necessary legal
Directors who were re-appointed at the opinion from an independent law firm and they
Annual General Meeting (AGM) held on 18 have stated that there is no non-compliance by
September 201S and designated as the said directors as reported above.
independent directors (One was also the
Chairman of the Audit Committee and the
other a member of the Nomination and
Remuneration Committee and also the
Chairman of the Stakeholder Relationship
Committee), they may have ceased to be
independent directors under the Act with
effect from 17 November 2015 and 12
August 2015, respectively, being the date
from when their relatives were employed
either with the Company or its subsidiary.
These directors have been designated as
non-independent directors by the
Company from 06 September 2019 and 13
February 2019, respectively.
Considering the above, we are unable to opine
on the validity of the meetings of the Board of
Directors, Audit Committee, Stakeholder
Relationship Committee and Nomination and
Remuneration Committee, in regards to the
quorum in such meetings and the resolutions
approved in those meetings from the
aforesaid AGM date until the dates when the
Company designated them as non-
independent directors.
Item No. 5(2)(a) The management hereby states that this has
We are unable to conclude on the been reported to the Reserve Bank of India
consequential impact, if any, on the through the AD Bank.
standalone financial statements arising out of
the matters pertaining to non-compliance
with the applicable master directions/
notifications issued by the Reserve Bank of
India ("RBI") and provisions of The Foreign
Exchange Management Act, 1999, as
amended, in respect of the following:
(a) The Company has export trade
receivables and foreign currency interest
receivable aggregating Rs.3,037.28 Lakhs
and Rs.336.13 Lakhs, respectively, which
are outstanding for more than nine
months, from the invoice date, as at 31
March 2019, which is beyond the time
limit stipulated under the Foreign
Exchange Management (Export of Goods
& Services) Regulations, 2015, for
repatriation of foreign currency
receivables.
Item No. 5(2)(b)

As at 31 March 2019, the Company had not
made the necessary intimations to the The management hereby clarifies that the due
Authorised Dealer/ RBI as required under the intimation has been made to the Reserve Bank
Master Directions provided by the RBI on of India (RBI) through the AD Bank and the same
Foreign Investment in India for loan/ was provided to the audit team during the audit.
collaterals/ pledge received from the The application of condonation does not arise as
promoter of the Company, being a resident the AD Bank has not reverted after intimation.
outside India, amounting to Rs. 1,395.02 Lakhs
during the year ended 31 March 2019.
However, subsequent to the year-end, the

Company has made an intimation to the
Authorised dealer on 12 July 2019 and is yet
to make an application for condonation of
delay.
Item No. 5(2)(c) The management has provided the necessary
It appears that the Company has provided a resolution to the audit team, prior to this report
corporate guarantee to Columbia Bank for a line of the auditors. Also, the shareholders'
of credit availed by 8K Miles Software Services resolution passed during the AGM (under section
Inc., a subsidiary of the Company, and Nexage 186 of Companies Act 2013) in the year 2015.
Technologies Inc., a step down subsidiary of the The minutes of the Board of Directors meeting
Company, aggregating USD 5,000,000 on 12 approving such corporate guarantee has been
September 2018. As per the loan sanction provided and the necessary intimation in the
document issued by Columbia Bank, the line of prescribed format to AD bank is in progress.
credit was approved by Columbia Bank based on
a representation by the Managing Director of
the Company that the corporate guarantee was
approved by the shareholders of the Company.
We have not been provided with minutes of the
meeting of the shareholders referred above
approving such corporate guarantee. Further,
the Company has also not intimated the
Authorised Dealer for providing such corporate
guarantee as required under the Master
Directions provided by the RBI on Direct
Investment by Residents in Joint Venture (JV) /
Wholly Owned Subsidiary (WOS) Abroad.
Item No. 5(3)
Further, the Company has not carried out a The management has carried out a requisite
comprehensive review of compliance with review of compliance with laws and regulations
laws and regulations and therefore we are by engaging individual professionals and
unable to comment if there are any other practitioners having relevant area of expertise.
instances of non-compliance with laws and The management also assures to enhance the
regulations and any consequential impact competency further with respect to compliance
thereof. and corporate governance of the company.
Item No.6 The details of how the revenues recognized were
Information / clarifications requested but not provided during the audit
provided IND AS 115 - since most of the revenue is time
and material - applicability of this standard is
During the course of our audit, we have questionable or complied with the standard
requested from the management various The confirmation of balances and Statement of
information and clarifications that were required Works and Master Services Agreements entered
for the purposes of our audit. In addition to the between have been sought directly from the
information and clarifications pending in respect customers by the auditors.
of the matters described in paragraphs 1 to 5
above, information, inter alia, relating to
assessment of how the revenue recognised by
the Company was in compliance with the
provisions of Ind AS 115, documentation
supporting evaluation of the expected credit
losses as at 31 March 2019, documentation on
services received against certain consultancy
expenses, confirmation of balances from
customers, vendors and other parties, etc., are
also pending to be provided to / received by us.
In view of such pending information, we have
not been able to obtain sufficient appropriate
evidence to conclude on those matters to
express an opinion on the standalone financial
statements.
Item No.7
Use of going concern assumption The management has made full inquiry into
affairs of the business as a result of which, they
In view of the matters reported in paragraphs 1 firmly believe that there is a going concern
to 6 above, and in the absence of reliable cash assumption as there are requisite business,
flow projections by the management, and any operations, customers, and employees. The
consequential impact of those matters on the management has discussed the cash flow
standalone financial statements and operations projections for the foreseeable period and not
of the Company, we are unable to comment on envisaged anything negative which will impact
the appropriateness of the going concern the Company's business operations in the future
assumption adopted by the management in the years.
preparation of these standalone financial
statements.
Item No.8
Information on subsidiaries
Based on information in the public domain 8K One of the director has incorporated on behalf
Miles Cloud Solutions Pte. Limited, Singapore has of the parent company two foreign subsidiary
stated itself to be a subsidiary of the Company. companies. Since there is no possible economic
This entity appears to have been incorporated benefit arising out of these companies, the
on 08 May 2017. Further, 8K Miles Software management is in the process of striking off the
Services Pte. Ltd, Singapore and 8K Miles Company. Under the circumstances and there
Software Services UK Limited, United Kingdom are no commercial transactions, these were not
exist with the promoter directors appearing as consolidated.
shareholders / directors. The incorporation of
wholly owned subsidiaries in these countries
were approved by the Board of Directors of the
Company on 30 May 2018.
However, all these three entities have not been

considered by the management of the Company
as subsidiaries in these standalone financial
statements. We are informed by the
management that these entities are not
subsidiaries of the Company and the information
in the public domain, including with the
regulatory authorities in those geographies are
not correct.
We have not been provided with the audited

financial statements of these entities and/or any
other verifiable evidence to ascertain the
relationship of these entities with the Company.
Hence, we are unable to comment on the
relationship of these entities and the
consequential impact these entities may have on
the standalone financial statements.
Page 9 of 9
@l3Miles
The Board has deliberated about the financial statements (consolidated) and the report of the
statutory auditors. The response for qualification of the Auditors opinion has been provided below:
Management's Response on the Auditors Opinion for Consolidated Audited Financial Statements
for the Financial Year ended March 31. 2019
Auditors Observation: Management's Response
Item 1 The management states that the subsidiary
accounts have been audited by the auditor in the
(a) Several instances of inconsistencies domicile of subsidiary and not reported any such
between the initial bank statements and inconsistencies.
the subsequent bank statements
provided for verification in certain
subsidiaries. Also see paragraphs 3.3 and
4 below.
(b) Several instances of inconsistencies
between declarations provided by
Directors and information available in The Directors have provided the appropriate
the public forum which demonstrated documents as required under the law and
believes to their knowledge there is no related
existence of probable related parties
parties which were undisclosed.
which were not disclosed previously,
including certain transactions with such
parties which were not disclosed or
approved by the Audit Committee /
Board of Directors. Also see paragraph
S.l(a) below.
The Management hereby affirms that the proper
(c) Several instances of transactions with
time sheets and nature of services rendered
certain customers, wherein the Company
were submitted to the audit team during the
was not able to provide us with the
audit along with the acknowledgement received
particulars of the services rendered and
from such customers. Also, the confirmation of
acknowledged by the customer, the
balances were received from the customers and
details of employees actually rendering
the Company has requested such customers for
such service, the appropriateness and
the payment schedule to support the
source of the monies received from such
recoverability of the amounts from them.
customers. Also see paragraph 2 below.
The management states that the subsidiary

(d) Several inconsistencies with the names
of the parties / customers mentioned in
domicile of subsidiary and not reported any such
the bank statements of some of the
inconsistencies.
subsidiaries and the books of account
maintained by those subsidiaries. Also
see paragraph l(a) above and
paragraphs 3.3 and 4 below.
The Management hereby states that certain
(e) Several instances of multiple addresses
customers have multiple locations and the
being considered in various
services were provided at various locations. The
communications with certain customers
Management has duly clarified to the audit team
in the invoices, website of the customer,
about the addresses of the employees who were
on cheques received from customers,
previously the employees of our customers.
including instances wherein some of the
communication addresses coincided with
the residential address of certain
employees of t.bA. rompany or its
k~'I"~':"'_C::.5'~
Page 1 of 12 loa~
~ ~ Cenotaph Road, II Floor, Srinivas Towers, Teynampet, Chennai - 600 018
~ CHENNA (l~1 4466028000 8+91 44 43009049 ~contactus@8kmilessoftwareservices.com
~~ A.~ No. L72300TN1993 PLC 101852 w w w . 8 k mil e s . com
~9 * ·0'>-
subsidiaries, which impacted our ability
to establish the authenticity of the
(f) Several instances of communications with The Management has given necessary
a vendor, wherein there were multiple explanations to audit team during the audit for
communications using different email the email addresses used by the vendor. The
ids, documents with varying signatures Management affirms that the authenticity of
and differences in the spelling of the that vendor has been established by obtaining
direct confirmation from that vendor with
common signatory of the vendor, etc.
which impacted our ability to establish respect to services provided. The Management
also of the opinion that usage of multiple email
the authenticity of the vendor. Also see
paragraphs 3.3 and 4 below. addresses is the preference of the vendor.
(g) Several instances of various The management states that the subsidiary
inconsistencies were also noted during
our audit of the books of account of domicile of subsidiary and not reported any such
certain foreign subsidiaries in association inconsistencies.
with our audit of the consolidated
financial statements of the Company.
The management confirms that advances to a
(h) Appropriate approvals and concerns over
recovery of advances made to a related related party has been fully recovered during the
party, by the Group. Also see paragraph year of audit and there is NO outstanding at the
end of 31st March 2019 as per the books of
3 below.
account.
Item 2 The management has informed that the
subsidiary accounts have been audited by
Access to books of account of a subsidiary and another auditor of the domicile of the subsidiary
information on subsidiaries and that audited financial statements have been
2.1 Our terms of engagement for the audit of furnished to the statutory auditors of the
the consolidated financial statements of the company for the purpose of consolidation.
Company included the management's
responsibility to provide us access, at all times,
to the records of all the subsidiaries of the
Company in so far as it relates to the
consolidation of its financial statements as
envisaged in the Act.
However, the Company did not provide us the
access to the records and books of account of
8K Miles Software Services FZE, a wholly
owned subsidiary of the Company, which
represents total assets of Rs.11,635.68 Lakhs
as at 31 March 2019, total revenues of
Rs.7,560.23 Lakhs, profit after tax of Rs.789.65
Lakhs and net cash outflows amounting to
Rs.96 Lakhs for the year ended on that date, as
considered in these consolidated financial
statements.
These balances have been included, in the
consolidated financial statements, by the
Management based on financial statements of
Page 2 of 12
the subsidiary, prepared in accordance with
the International Financial Reporting Standards
(IFRS), wherein the auditor of the subsidiary
has issued an unmodified report.
We were unable to obtain sufficient
appropriate audit evidence about the state of
affairs of the subsidiary as at 31 March 2019
and the results of its operations for the year
then ended, in the absence of access to the
records and books of account of the subsidiary.
2.2 Based on information in the public domain One of the director has incorporated on behalf
8K Miles Cloud Solutions Pte. Limited, Singapore of the parent company two foreign subsidiary
has stated itself to be a subsidiary of the companies. Since there is no possible economic
Company. This entity appears to have been benefit arising out of these companies, the
incorporated on 08 May 2017. Further, 8K Miles management is in the process of striking off the
Software Services Pte. Ltd, Singapore and 8K Company. Under the circumstances and there
Miles Software Services UK Limited, United are no commercial transactions, these were not
Kingdom exist with the promoter directors consolidated.
appearing as shareholders / directors. The
incorporation of wholly owned subsidiaries in
these countries were approved by the Board of
Directors of the Company on 30 May 2018.
However, all these three entities have not been

considered by the management of the Company
as subsidiaries in these standalone financial
statements. We are informed by the
management that these entities are not
subsidiaries of the Company and the information
in the public domain, including with the
regulatory authorities in those geographies are
not correct.
We have not been provided with the audited

financial statements of these entities and/or any
other verifiable evidence to ascertain the
relationship of these entities with the Company.
Hence, we are unable to comment on the
relationship of these entities and the
consequential impact these entities may have on
the standalone financial statements.
Item No.3: 8K Miles Media Private Limited
The management states that the forensic experts
3.1 Around the last week of September 2018,
appointed by the 8K Miles Media Private Limited
we were made aware of the resignation
have submitted their report to the Board
of the statutory auditor of 8K Miles
wherein they have concluded that all the
Media, a company promoted by the
allegations made on 8K Miles Media are not
promoter directors of the Company, vide true. The Board hereby has duly taken that
their resignation letter dated 30 30 April report into record. The management further
2018. As per the said letter, the clarifies there is no relationship nexus between
Page 3 of 12
resignation was due to the misuse of that BK Miles Media and the Company, except for the
Audit Firm's letter Head and signature of common promoter. Thus, there is no
their Partner through forgery in certain requirement of providing financial statements of
001 Certificates submitted by 8K Miles BK Miles Media to the auditors.
Media to its bankers for transfer of funds
of USD 71.51 lakhs (Rs. 4,612.91 lakhs)
to 8K Miles Media Holdings Inc. USA, a
subsidiary of BK Miles Media. BK Miles
Media and its subsidiaries (together "BK
Miles Media Group") were identified as a
related party in the consolidated financial
statements of the Company for the year
ended 31 March 2018. During the period
ended 31 December 201B, the
management of BK Miles Media initiated
an independent forensic review to
evaluate the authenticity of the
signatures in the 001 Certificates referred
above. BK Miles Media has submitted a
copy of the forensic report to the
Company. We understand that the
aforesaid forensic report states that the
writer of the signature in the 001
certificates is the same as that of the
specimen signatures of the audit partner
as provided to the forensic auditor
thereby concluding that there was no
forgery in the 001 certificates. Since this
matter relates to a company where
another firm is the statutory auditor and
since the financial statements of that
company are not included in the
consolidated financial statements of the
Company, we have not been able to
perform any procedures related to the
allegation or the forensic report.
3.2 Further, during the last week of The Management affirms that BK Miles Media
September 201B, has no nexus except for the common promoters.
a) the CEO and Managing Director of the Hence the false and baseless allegations have no
Company, who was also a promoter impact on the Company and its operations.
director in 8K Miles Media, resigned as a The Trade receivables from 8K Software Services
director in BK Miles Media. Inc., a subsidiary is an ongoing account and have
since received Rs.B5B.4B lakhs till date of this
b) the CFO and Executive Director of the report.
Company, who was the other promoter With respect to loans receivable from 8K Miles
director in 8K Miles Media, resigned from Media Group in USA - the total amount
his role as CFO of the Company stating including the interest charge on the outstanding
that his resignation was to have the amounts have been fully recovered and as at the
Page II of 12
necessary time to clear all the baseless 31st March 2019 the balance from 8K Media is
allegations and unsubstantiated NIl. Also the Management affirms that the
allegations relating to 8K Miles Media. appropriate workings for the interest on the
However, he continues to be a director in amounts outstanding have been provided and
both the Company as well as 8K Miles recovered in full.
t- __M_ed_i_a_. --j Based on the above facts and continuity of the
3.3 The Company has trade and other business and operations of the subsidiary, the
receivables aggregating Rs.3,309.10 lakhs Managements believes that there is no
as at 31 March 2019 receivable from 8K possibility of impairment in the investments
Miles Software Services Inc., a subsidiary. made by the parent company and the
It may be noted that this subsidiary had recoverability of the amount receivables are
loans receivable from entities of 8K Miles good.
Media Group in the USA aggregating USD
89.61 lakhs (Rs.5,808.44 lakhs) as at 31
March 2018.
We are informed by the management of the

Company that such amounts due, including
interest as accrued, have been fully recovered
as at 31 March 2019 by that subsidiary.
However, in the absence of appropriate
workings for the interest, documentation
regarding loan agreements and due to
inconsistencies noted between the
transactions as per the Bank Statements of
the subsidiary with the transactions as
recorded in the books of account of the
subsidiary; we were unable to confirm the
management's assertion on the said
collections made by the subsidiary.
3.4 We are unable to conclude if the above As explained the company has received all the
events in 8K Miles Media have any effect outstanding amounts prior to December 2018
on: and the above allegation is nothing to do with
(a) the Group and its operations, in view of the company as it is neither a related party nor a
the allegations in the aforesaid subsidiary.
resignation letter of the statutory
auditor of that company and the nature
of the Company's relationship with 8K
Miles Media, as described in paragraphs
3.1 and 3.2 above, respectively
(b) the status of the Group's receivable
from such related party, as described in
paragraph 3.3 above; and
(c) the consequential impact, if any, of the
same on the operations of the
Company.
Item 4
The Company has obtained the necessary
balance confirmation from the customers as at
related outstanding receivables
the end of the year and the Company has
During the year ended 31 March 2019 the Group
requested such customers for the payment
initially recognised revenue aggregating to Rs.
Page 5 of 12
54,789 Lakhs (including Rs. 2,428.69 Lakhs schedule to support the recoverability of the
relating to the Company) from the customers amounts from those customers. As the amounts
referred to in paragraphs l(c), l(d) and l(e) are good to recover, an evaluation of the
above. expected credit loss as required under Indian
Accounting Standard (Ind AS) 109 - Financial
The management has, subsequently, based on Instruments for the outstanding trade
our report under section 143(12) of the Act receivables does not arise.
reversed and derecognised revenue aggregating As explained l(b) above, the Management
to Rs.16,940.66 Lakhs (including Rs. Nil relating hereby affirms that the proper time sheets and
to the Company) and the consequent nature of services rendered were submitted to
receivables. Accordingly, the net revenues the audit team during the audit along with the
recognised from these customers during the year acknowledgement received from such
aggregated to Rs. 37,848.34 Lakhs and the customers. Also, the confirmation of balances
outstanding receivables as at 31 March 2019 is were received from the customers and the
Rs. 9,382.13 Lakhs (includes balances of Rs. Company has requested such customers for the
1,022.36 Lakhs outstanding even as at 31 March payment schedule to support the recoverability
2018). of the amounts from them.

regarding the proof of services rendered, efforts
expended, basis of revenue recognition and
reversal / derecognition, and in view of our
observations in paragraphs l(c), l(d) and l(e)
above in respect of these customers, and
inconsistencies in the bank statements referred
in paragraph l(a) above, we are unable to
conclude on the appropriateness / correctness /
completeness / validity of the net revenue
recognised, compliance with the recognition and
measurement of revenue required under the
Indian Accounting Standard (Ind AS) 115 -
the corresponding receivables in these
consolidated financial statements.
The Group has also not carried out an evaluation

of the expected credit loss required under Indian
Accounting Standard (Ind AS) 109 - Financial
Instruments (Ind AS 109) for the outstanding
trade receivables as at 31 March 2019 and
therefore we are unable to comment on the
adequacy and appropriateness of the provision
made against the trade receivable balances as at
31 March 2019.
Item 5: Procurement of services and trade The Management has provided the audit team,
payables the details with respect to services availed from
the vendor, confirmation of the charges and
5.1 Based on the master service payables.
agreement with the external service provider, With respect to GST applicability, the
referred to in paragraph l(d) above, for Management is in the process of obtaining a
technical and referral services to be rendered professional opinion and will take requisite steps
towards certain customers, referred to in in due course.
Page 6 of 12
paragraphs 1 (b) and l(c) above, the Company
has recorded consultancy charges of
Rs.l,706.40 Lakhs, for the year ended 31
March 2019 with an outstanding liability of
Rs.l,709.16 Lakhs. In the absence of complete
information regarding proof of the services
rendered by the vendor, and in view of our
observations in paragraph l(d) above in
respect of this vendor, we are unable to
conclude on the appropriateness / correctness
/ completeness / validity of the expense and .
the corresponding liability recorded in these
standalone financial statements.
Further, the Company has not evaluated the
applicability or coverage of such services
under the Goods and Service Tax Regulations
and has not accrued / paid the same.
However, in our opinion, such tax is payable
on those services. The management has not
determined the amount of Goods and Service
Tax payable and any interest thereon. We are
unable to conclude on the consequential
impact of the same on these standalone
5.2. Based on the invoices received from The management has explained during the audit
certain vendors, referred to in paragraph 1 (g) to the audit team that the services rendered by
above, the Group has for the year ended 31 these vendors are "Development of Tools and
March 2019 recorded consultancy charges Platforms" which are owned by the Company.
aggregating Rs.26,689.45 Lakhs (included in
Note 23 of the consolidated financial
statements), intangible assets/assets under
development of Rs.22,267.29 Lakhs (included
in Note 5C of the consolidated financial
statements), with an outstanding liability of
Rs.2,224.43 Lakhs as at that date (included in
Note 15 of the consolidated financial
statements).

regarding nature of the services being
rendered, the customers for whom these
services were rendered and the nature of
intangible assets being developed, and in view
of our observations in paragraph l(g) above in
respect of these vendors, we are unable to
conclude on the appropriateness / correctness
/ completeness / validity of the expense, the
intangible asset / asset under development
and the corresponding liability / payment
recorded in these consolidated financial
statements.
Item 6: Income Taxes The management states that the subsidiary
Page 7 of 12
The Group has recorded tax expenses (net) of accounts have been audited by the auditor in the
Rs.1,6s0.40 Lakhs during the year ended 31 domicile of subsidiary and the matters specified
March 2019, included in Note 33 to the in this item has been duly recorded in the
consolidated financial statements, and has a net financial statement of the subsidiary company.
tax asset as at that date of Rs.3,02s.84 Lakhs and
a net deferred tax liability of RS.671.02 Lakhs,
included in Notes 19 and 33 to the consolidated
financial statements respectively, relating to
certain of its foreign subsidiaries. We have not
been provided with the tax returns filed with
regard to its foreign subsidiaries, reconciliation
of the balances considered in the tax returns so
filed with the audited financial statements of the
subsidiaries, the tax position and status of
assessments of such subsidiaries, a roll forward
to the deferred tax position as at 31 March 2019
from 31 March 2018 and the workings for the tax
provision for the current year. We are
accordingly unable to conclude on the carrying
amounts of tax assets and liabilities, including
deferred tax balances, as at 31 March 2019, as
considered in these consolidated financial
statements. Further, in the absence of the tax
returns we have also not been able to validate if
the profits of these subsidiaries considered in
the tax returns and as per the books of account
provided to us were the same.
Item 7: Intangible asset capitalisation and The impairment analysis along with projected
evaluation of impairment, including for goodwill financial statements for the entities have been
7.1 The Group has during the year capitalised prepared and discussed by the Management and
costs towards internally generated intangible concluded that there is no need for any
assets and internally generated intangible impairment of Intangibles as at 31st March 2019.
assets under development amounting to
Rs.32,393.BO Lakhs (also refer paragraphs l(g)
and 5.2 above). In the absence of appropriate
documentation as to the nature of these
intangible assets, data to demonstrate the
appropriateness of the timing to commence
capitalization of costs associated with such
intangible assets as well as the basis to
demonstrate the costs capitalised in fact were
associated with the intangibles being
developed, we are unable comment on the
carrying value of such intangible assets as at 31
March 2019.
7.2 The Group has goodwill and acquired

intangibles (net of amortisation) of Rs.62,BOO.ll
Lakhs as at 31 March 2019.
The management has not provided us with their

assessment of any impairment to the carrying
Page 8 of 12
value of such goodwill and other intangible
assets. Accordingly, we are unable to comment
on the appropriateness of the carrying value and
the recoverability of such goodwill and other
intangible assets as at 31 March 2019.
Item 8: Business Combinations The consideration has been determined and paid
The Group had in the previous year ended 31 as per the terms and conditions of the Share
March 2018 completed certain acquisitions or Purchase Agreement and the same is recorded in
had paid advances towards proposed the books of account.
acquisitions, wherein we noted that:
8.1. During the previous year ended 31
March 2018, the Group had recorded an amount
of USD 3,304,557 (INR 2,142.01 Lakhs) as
contingent consideration due to the erstwhile
owners of Cornerstone Advisors Group LLC
("Cornerstone") payable upon satisfaction of
conditions as specified in the acquisition
agreement. During the current year an amount
USD 721,366 (INR 503.22 Lakhs) has been paid
by the Group to the erstwhile members of
Cornerstone. In the absence of details with
respect to satisfaction of conditions as specified
in the acquisition agreement, we are unable to
comment on the amount of contingent
consideration that has been paid during the year
and the carrying amount of Rs. 1,079.56 Lakhs,
as the liability towards contingent consideration
as at 31 March 2019. Further such consideration
has not been fair valued as required under Ind
AS 109.
8.2 An advance of USD 6,500,000 was paid by The contract has been extended on the same
one of the subsidiaries of the Company, during terms for an additional period of nine months
the previous year ended 31 March 2018, ending December 2019 and the same has been
consequent to a Share Purchase agreement Provided to the audit team.
entered into with a Seller and a Corporation for
acquiring the entire outstanding shares of the
Corporation. In accordance with the said
agreement, in the event the closing of
acquisition doesn't occur within 15 months (i.e.
before Feb 2019) from the date of agreement,
Seller will retain Five Hundred Thousand US
Dollars ($500,000) as penalty and balance Six
Million US Dollars ($6,000,000) shall be refunded
to the Group within 5 calendar days. As at 31
March 2019 the acquisition as planned was not
completed and the Management of the
Company has represented that the term of the
Share Purchase agreement has been extended.
In the absence of a supporting convincing
evidence and our inability to send direct
confirmation request to the Seller and the
Corporation on the revision of the terms
Page 9 of 12
including waiver of the penalty, due to not
receiving the communication address to which
the confirmation requests were to be sent, we
are unable to comment on the recoverability of
the amount of Rs. 4,505.80 Lakhs (equivalent to
USD 6,500,000) included under Note 9 as
"advances towards acquisition", as at 31 March
2019 and the consequential impact, if any, on
the consolidated financial statements
Item 9: Regulatory Compliances The management hereby states that this has
9.1. We are unable to conclude on the been reported to the Reserve Bank of India
consequential impact, if any, on the operations through the AD Bank.
and the financial performance of the Company
arising out of the following matters pertaining to
non-compliance with the provisions of the
Companies Act, 2013 and notifications issued by
the Securities and Exchange Board of India
(SEBI),as applicable:
(a) In the absence of appropriate processes for

identifying related parties in view of the matters
reported in paragraph 1 (a) above, we are
unable to comment on the accuracy and
completeness of the related parties identified
and disclosed by the Company including
compliance with obtaining necessary approvals,
as required, from those charged with
governance.
(b) It was noted that in the case of two of
the Directors who were re-appointed at the
Annual General Meeting (AGM) held on 18
September 2015 and designated as independent
directors (One was also the Chairman of the
Audit Committee and the other a member of the
Nomination and Remuneration Committee and
also the Chairman of the Stakeholder
Relationship Committee), they may have ceased
to be independent directors under the Act with
effect from 17 November 2015 and 12 August
2015, respectively, being the date from when
their relatives were employed either with the
Company or its subsidiary. These directors have
been designated as non-independent directors
by the Company from 06 September 2019 and
Considering the above, we are unable to opine
on the validity of the meetings of the Board of
Directors, Audit Committee, Stakeholder
Relationship Committee and Nomination and
Remuneration Committee, in regards to the
quorum in such meetings and the resolutions
Page 10 of 12
approved in those meetings from the aforesaid
AGM date until the dates when the Company
designated them as non-independent directors.
9.2. We are unable to conclude on the
consequential impact, if any, on the consolidated
financial statements arising out of the matters
pertaining to non-compliance with the
applicable master directions/ notifications issued
by the Reserve Bank of India (/lRBI") and
provisions of The Foreign Exchange
Management Act, 1999, as amended, in respect
of the following:
(a) The Holding Company has export trade
receivables .and foreign currency interest
receivable aggregating Rs.3,037.28 Lakhs and
RS.336.13 Lakhs, respectively, which are
outstanding for more than nine months, from
the invoice date, as at 31 March 2019, which is
beyond the time limit stipulated under the
Foreign Exchange Management (Export of Goods
& Services) Regulations, 2015, for repatriation of
foreign currency receivables.
(b) As at 31 March 2019, the Company had The management hereby clarifies that the due
not made the necessary intimations to the intimation has been made to the Reserve Bank
Authorised Dealer/ RBI as required under the of India (RBI) through the AD Bank and the same
Master Directions provided by the RBI on was provided to the audit team during the audit.
Foreign Investment in India for loan/ collaterals/ The application of condonation does not arise as
pledge received from the promoter of the the AD Bank has not reverted after intimation.
Company, being a resident outside India,
amounting to Rs. 1,395.02 Lakhs during the year
ended 31 March 2019. However, subsequent to
the year-end, the Company has made an
intimation to the Authorised dealer on 12 July
2019 and is yet to make an application for
condonation of delay.
(c) It appears that the Holding Company has The management has provided the necessary
provided a corporate guarantee to Columbia resolution to the audit team, prior to this report
Bank for a line of credit availed by two of the of the auditors. Also, the shareholders'
subsidiaries in the Group aggregating USD resolution passed during the AGM (under section
5,000,000 on 12 September 2018. As per the 186 of Companies Act 2013) in the year 2015.
loan sanction document issued by Columbia The minutes of the Board of Directors meeting
Bank, the line of credit was approved by approving such corporate guarantee has been
Columbia Bank, based on a representation by provided and the necessary intimation in the
the Managing Director of the Holding Company prescribed format to AD bank is in progress.
that the corporate guarantee was approved by
the shareholders of the Holding Company.
We have not been provided with minutes of the

meeting of the shareholders referred above
approving such corporate guarantee. Further,
the Company has also not intimated the
Page 11 of 12
Authorised Dealer for providing such corporate
guarantee as required under the Master
Directions provided by the RBI on Direct
Investment by Residents in Joint Venture (JV) /
Wholly Owned Subsidiary (WOS) Abroad.
9.3. Further, the Company has not carried out a The management has carried out a requisite
comprehensive review of compliance with laws review of compliance with laws and regulations
and regulations and therefore we are unable to by engaging individual professionals and
comment if there are any other instances of practitioners having relevant area of expertise.
non-compliance with laws and regulations and The management also assures to enhance the
any consequential impact thereof. competency further with respect to compliance
and corporate governance of the company.
Item 10: Information / clarifications requested The Company has been providing the
but not provided information and clarifications to the best of its
During the course of our audit, we have ability from time to time during the audit. As far
requested from the management various as the IND AS 115 is concerned, since most of
information and clarifications that were required the revenue is time and material - applicability
for the purposes of our audit. In addition to the of this standard is questionable or complied with
information and clarifications pending in respect the standard.
of the matters described in paragraphs 1 to 9
above, information, inter alia, relating to
assessment of how the revenue recognised by
the Group was in compliance with the provisions
of Ind AS 115, Documentation supporting
evaluation of expected credit losses as at 31
March 2019, information of payroll costs
recognised in some of the subsidiaries,
confirmation of balances from customers,
vendors and other parties, etc., are also pending
to be provided to / received by us. In view of
such pending information, we have not been
able to obtain sufficient appropriate evidence to
conclude on those matters to express an opinion
on the consolidated financial statements.
Item 11: Use of going concern assumption
In view of the matters reported in paragraphs 1 The management has made full inquiry into
to 10 above, and in the absence of reliable cash affairs of the business as a result of which, they
flow oroiections by the management, and any firmly believe that there is a going concern
consequential impact of those matters on the assumption as there are requisite business,
consolidated financial statements and operations, customers, and employees. The
operations of the Group, we are unable to management has discussed the cash flow
comment on the appropriateness of the going projections for the foreseeable period and not
concern assumption adopted by the envisaged anything negative which will impact
management in the preparation of these the Company's business operations in the future
consolidated financial statements. years.
Page '12 of 12

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mBMiles

8K Miles Software Services Limited

The Deputy General Manager, The General Manager,

For 8K Miles Software Services Limited

1. STANDALONE BALANCESHEET AS ON 31 MARCH 2019

Amount in INR in lakhs}

Total Assets (1+2) 19611.26 16602.07

B EOUITY AND LIABILITIES

Total EQuity and Liabilities (3+4+5) 19611.26 16602.07

Haskins & Sells LLP T. Nagar

Tel: +91 44 6688 5000

1. We were engaged to audit the accompanying Statement of Standalone Financial

2. This Statement, which is the responsibility of the Company's management and

3. Our responsibility is to conduct an audit of the Statement in accordance with

4. Report under Section 143 (12) of the Act

(a) Several instances of inconsistencies between declarations provided by

(b) Several instances of transactions with certain customers, wherein the

(c) Several instances of multiple addresses being considered in various

(d) Several instances of communications with a vendor, wherein there were

(e) Appropriate approvals and concerns over recovery of advances made to a

In view of the above, we are unable to comment on the consequential

5. Revenue from Contracts with Customers and related outstanding receivables

In the absence of complete information regarding the proof of services rendered,

6. SK Miles Media Private Limited

During the period ended 31 December 201S, the management of SK Miles

6.2 Further, during the last week of September 201S,

6.3 The Company has trade and other receivables aggregating

We are informed by the management of the Company that such amounts

7. Procurement of services and trade payables

In the absence of complete information regarding proof of the services

8.1 We are unable to conclude on the consequential impact, if any, on the

(a) In the absence of appropriate processes for identifying related parties

Considering the above, we are unable to opine on the validity of the

8.2 We are unable to conclude on the consequential impact, if any, on the

However, subsequent to the year-end, the Company has made an

(c) It appears that the Company has provided a corporate guarantee to

We have not been provided with minutes of the meeting of the

9. Information I clarifications requested but not provided

10. Book entries

In view of the matters described in paragraphs 4, 5, 6.3, 7 and 9 above, we are

11. Use of going concern assumption

12. Information on subsidiaries

13. Because of the significance of the matters described in paragraphs 4 to 12 above,

(i) is presented in accordance with the requirements of Regulation 33 of the

For Deloitte Haskins & Sells LLP

(Amount in INR in Iakhs except EPS)

8 Other comprehensive income I (loss)

9 Total comprehensive Income for the period (7+8) 7,989.42 20,552.14

10 Profit attributable to:

11 Other comnrehensive income attributable to:

12 Total comDrehensive income attributable to:

(b) Diluted EPS(Rs.) 22.52 56.24

1. CONSOLIDATED BALANCESHEET AS ON 31 MARCH 2019

(Amount in INR in lakhs)

Total Assets (1+2) 99799.96 81886.27

B EOUITY AND LIABILITIES

Total EQuitv and liabilities (3+4+5) 99799.96 81886.27

Haskins & Sells LLP T. Nagar

Tel: +91 44 6688 5000