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Aurum PropTech Limited Annual Report 2019

May 15, 2019

62518_rns_2019-05-15_c9cb33af-4d6b-4abd-9581-841f13306557.pdf

Annual Report

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Date: May 15, 2019

Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalai Street, Fort Mumbai-400 001.

Listing Department National Stock Exchange of India Limited Bandra Kuria Complex Bandra East Mumbai — 400 051.

BSE Script Code: 539289 NSE Symbol: MAJESCO

Dear Sir/Madam,

Sub: - Outcome of the Board Meeting held on May 15, 2019

We wish to inform that the Board of Directors of Majesco Limited ("the Company") at its meeting held today i.e. May 15, 2019, has inter alia, transacted following businesses:

  1. Approved Statement of Un-Audited Financial Results for the quarter ended March 31, 2019 and Statement of Audited Financial Results for the year ended March 31, 2019 (Standalone & Consolidated), prepared in accordance with Indian Accounting Standards (IND-AS), along with Audit Reports issued by M/s. Varma and Varma, Chartered Accountant, Statutory Auditors of the Company.

We are enclosing hereto copies of aforementioned documents along with declaration by Chief Financial Officer in respect of Audit Reports with unmodified opinion, as required by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Press Release on the financial results of the Company.

    1. Recommended payment of final dividend at the rate of 30% i.e. Rs. 1.50/- per equity share of face value of Rs. 5/- each for the financial year 2018-19, subject to shareholder's approval at ensuing Annual General Meeting of the Company; and
    1. Approved convening of 6th Annual General Meeting of the Company scheduled to be held on Tuesday, August 6, 2019.

The Board meeting started at 12:30 P.M. and concluded at 5:00 P.M.

Thanking you.

Yours faithfully For Majesco Limited VW- teg,

Encl: As above Varika Rastogi Company Secretary

CIN: L72300MH2013PLC244874

Majesco Limited Regd. Off.: MNI1C. MIIP-P.13 Mallupe, Na% Mumbai —400710, India +91-22-61501800 +91.22-2778-1320 ww w majesco. coin

Date: May 15, 2019

Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalai Street, Fort Mumbai-400 001.

Listing Department National Stock Exchange of India Limited Bandra Kuria Complex Bandra East Mumbai — 400 051.

BSE Script Code: 539289

NSE Symbol: MAJESCO

Dear Sir/Madam,

Sub: - Declaration in respect of Unmodified Opinion on Consolidated and Standalone Audited Financial Statements for the Financial Year 2018-19.

In terms of SEBI circular CIR/CFD/CMD/56/2016 dated May 27, 2016 and pursuant to Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended, I, Mr. Kunal Karan, Chief Financial Officer of the Company, hereby declare and confirm that M/s. Varma and Varma, Chartered Accountants, (Firm Registration No. 004532S), Statutory Auditors of the Company have issued Audit Reports with unmodified opinion on Consolidated and Standalone Audited Financial Statements for financial year 2018-19.

Kindly take this declaration on your record please.

Thanking you.

Yours faithfully, For Majesco Limited

Kunal Karan Chief Financial Officer

Regd. Off.: NINDC. MBP-P-1.3

Mumbai 400 710. India +91-22-61501800 91-22-2778-1321 wuvv.inajesco.

Malame, Na', i

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Independent Auditor's Report on Annual Standalone Financial Results of Majesco Limited pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Board of Directors, Majesco Limited, Navi Mumbai

    1. We have audited the accompanying statement of Annual Standalone Financial Results of MAJESCO LIMITED ('the Company"), for the year ended March 31, 2019 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016 ("the Listing Regulations").
    1. This Statement, which is the responsibility of the Company's Management and approved by Board of Directors, which has been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder ("Ind AS") and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

Our responsibility is to express an opinion on the Statement based on our audit of such standalone financial statements.

  1. We conducted our audit in accordance with the Standards on Auditing issued under Section 143(10) of the Companies Act, 2013 and generally accepted in India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

Page 1 of 2

Unit No. 101, Option Primo, Plot No. X-21, MIDC Road No. 21, Andheri East, Mumbai- 400093 Tel : +91+22 2839 5837 Email: [email protected]

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    1. Based on our audit conducted as above, in our opinion and to the best of our information and according to the explanations given to us, the Statement together with applicable notes
    • 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 July 5, 2016; and
    • ii. give 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 Company for year ended March 31, 2019.

For VARMA & VARMA Chartered Accountants FRN 004532S

CHERIAN K BABY Place: Navi Mumbai Partner

Date: May 15, 2019 M. No.16043

Page 2 of 2

Unit No. 101, Option Primo, Plot No. X-21, MIDC Road No. 21, Andheri East, Mumbai- 400093 Tel : +91+22 2839 5837 Email: [email protected]

(Amount in INR lakhs, unless otherwise stated)

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER AND AUDITED RESULTS FOR THE YEAR ENDED MARCH 31, 2019

Quarter ended
SIno Particulars March 31, 2019 December 31,2018 March 31, 2018 March 31, 2019 Year endedMarch 31, 2018
(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
A CONTINUING OPERATIONS
1 Income
Revenue from operationsOther income, net 248 250 238 974 905
Total income 467715 7501,000 426664 2,3593,333 9351,840
2 Expenses
Employee benefit expenses 113 148 183 544 419
Finance costsDepreciation and amortization expenses 718 718 221 2869 2882
Other expenses 269 201 33 759 289
Total expenses 407 374 239 1,400 818
3 Profit before exceptional items 308 625 425 1,933 1,022
4 Exceptional items, net - loss / (gain)5 Profit / (loss) before tax 308 -625 13412 -1,933 (1,053)2,075
6 Tax expenses
Income tax - current 94 142 111 452 410
Deferred tax charge / (benefit)Total tax (42) 30 109 82 238
7 Profit / (loss) for the year from continuing operations (5- 52256 171454 220192 5341,399 6481,427
6) (after tax)
B DISCONTINUED OPERATIONS
8 Profit / (loss) for the year from discontinued operations (13) (87) 96 (227) 9
(before tax)
9 Less: Tax expenses of discontinued operations (3) (18) 20 (45) 2
10 Profit / (loss) for the year from discontinued operations(8-9) (10) (69) 76 (182) 7
11 Net profit(7+10) 246 386 268 1,217 1,434
12 Other comprehensive income / (loss)
CONTINUING OPERATIONS(i) Items that will not be reclassified to profit or loss
- - 3 - 4
(ii) Income tax relating to items that will not be - - (1) - (1)
reclassified to profit or lossTotal other comprehensive income / (loss) Continuing
Operations - - 2 - 3
DISCONTINUED OPERATIONS
(i) Items that will not be reclassified to profit or loss 2 (9) 6 (1) 9
(ii) Income tax relating to items that will not be
reclassified to profit or loss (1) 3 (1) - (2)
Total other comprehensive income / (loss) Discontinued 1 (6) 5 (1) 7
OperationsTotal other comprehensive income / (loss) , net of tax 1 (6) 7 10
13 Total comprehensive income 247 380 275 (1)1,216 1,445
14 Paid up equity share capital 1,417 1,414 1,406 1,417 1,406
(Face value of INR 5/- each)
15 Reserves excluding revaluation reserves as per balancesheet 52,640 50,584
16 Earning per share of INR 5/- each
(not annualized)- Continuing operations
Basic (In INR) 0.90 1.61 0.72 4.95 5.89
Diluted (In INR) 0.87 1.54 0.69 4.76 5.59
17 Earning per share of INR 5/- each(not annualized)- Discontinued operations
Basic (In INR) (0.03) (0.24) 0.29 (0.64) 0.03
Diluted (In INR) (0.04) (0.23) 0.27 (0.62) 0.03
18 Earning per share of INR 5/- each(not annualized)-Total
Basic (In INR) 0.87 1.37 1.01 4.31 5.92
Z- !',. '<br>Diluted (In INR)n 0.83 ,10 j-7 5 -77,0.96 4.14 5.62

(Amount in INR lakhs, unless otherwise stated)

BALANCE SHEET

As at
PARTICULARS March 31, March 31,
2019Audited 2018Audited
ASSETS
1 Non-current assets
(a) Property, plant and equipment 264 467
(b) Investment property 730 750
(c) Intangible assets - 35
(d) Financial assets
(i) Investments 39,984 16,453
(ii) Loans 31 32
(e) Deferred tax assets (net) - 35
(f) Income tax assets (net) 572 559
Total non-current assets 41,581 18,331
2 Current assets
(a) Financial assets
(i) Investments 8,238 30,880
(ii) Trade receivables - 443
(iii) Cash and cash equivalents 9 13
(iv) Bank balances (other than cash and cash equivalents) 4,500 3,001
(v) Other financial assets 36 337
(b) Income tax assets (net) 150 13
(c) Other current assets 359 404
Total current assets 13,292 35,091
Assets of Disposal group classified as held for Sale 905 -
Total Assets 55,778 53,422
EQUITY AND LIABILITIES
1 Equity
Equity share capital 1,417 1,406
Other equity 52,640 50,584
Total equity 54,057 51,990
2Non-current liabilities
(a) Financial liabilities
(i) Other financial liabilities 382 354
(b) Provisions 18 52
(c) Deferred tax liabilities (net) 181 -
(d) Other non-current liabilities 5 33
Total non-current liabilities 586 439
3 Current liabilities
(a) Financial liabilities
(i) Trade payables
a) Dues of micro enterprises and small enterprises - -
b) Dues of creditors other than micro enterprises and small enterprises 68 104
(ii) Other financial liabilities 688 707
(b) Other current liabilities 37 166
(c) Provisions 6 16
Total current liabilities 799 993
Liabilities directly associated with Assets of Disposal group classified as held for sale 336 -
Total Equity and Liabilities 55,778 53,422

NOTES:

  • 1 The above results were reviewed by the Audit Committee on May 15, 2019 and were thereafter approved by the Board of Directors at its meeting held on May 15, 2019.
  • 2 Other comprehensive income represents remeasurement of defined benefit obligation.
  • 3 As required by Circular No.CIR/CFD/FAC/62/2016 dated July 5, 2016 issued by the Securities and Exchange Board of India ('SEBI'), the financial results and financial information for the quarter and year ended March 31, 2018 have been prepared by the management after making the necessary adjustments to give a true and fair view of the results in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013. The result for the quarter ended March 31, 2019 and quarter ended March 31, 2018 are the balancing figures between the audited figures of the financial year ended on March 31, 2019 and March 31, 2018 and the published year to date figures upto the nine months ended December 31, 2018 and December 31, 2017 respectively.

4 Exceptional items :

  • (a) In the previous year in the comparative period / year, the Company has recognised a net profit of INR 1,063 lakhs on sale of investment property. The Company had entered into a deed of assignment on August 1, 2017 for assignment of all its rights, title and interest in relation to the property located at Pune, Maharashtra in favour of the buyer for a total consideration of INR 1,559 lakhs. The said transaction was completed on August 1, 2017 and all the adjustments relating to the transaction have been completed during the quarter ended March 31, 2018, resulting in a cost of INR 3 lakhs for that quarter.
  • (b) In the previous year, the Company has provided INR 225 lakhs on account of share of stamp duty against demand raised on Mastek Limited by the Office of the Superintendent of Stamps, Gandhinagar, Gujarat, for implementation of the demerger scheme and while making the payment, an additional cost of INR 10 lakhs has been accrued during the quarter ended March 31, 2018. As a result, a net gain of INR 1,053 lakhs under exceptional items is recognised in the Statement of Profit and Loss for the year ended March 31, 2018.
  • 5 Effective April 1, 2018, the Company has adopted Ind AS 115 using cumulative effect method. The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information is not restated in the financial results. The adoption of the standard did not have any material impact on the financial results for the current quarter and year ended March 31, 2019.
  • 6 In the previous year, the Company had issued 44,43,849 Equity shares of INR 5/- each for cash pursuant to qualified institutional placement (QIP) for inorganic growth, including through overseas subsidiaries and step down subsidiaries, investment in subsidiaries, repayment and prepayment debt, working capital and other corporate purpose, as per the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations at INR 520/- per share aggregating to INR 22,527 lakhs including securities premium, less issue expenses. This issue was fully subscribed and allotment was completed on February 1, 2018.

Untill utilisation in Feb 2019, the funds raised was invested in mutual funds and fixed deposits and the income so earned is included in other income of the respective quarters / years.

The funds so raised were utilized by the Company during the year by exercising the rights issue of shares of its subsidiary, Majesco, USA, invested INR 23,202 lakhs and was allotted 45,81,109 number of shares.

  • 7 a) The Company had entered into agreement with its step down subsidiary Majesco Software and Solutions India Private Ltd. to sell its India Insurance Product and Services business together with all the licenses , permits , consents and approvals whatsoever and all related movable assets and liabilities together with employees as a going concern on a slump sale basis for a lumsump consideration of INR 2,437 lakhs on the basis of valuation report obtained from a valuer subject to certain adjustment at or after closing, w.e.f April 01, 2019. This has been approved by the Board of Directors of both companies and shareholders of the selling company. Hence, transactions and balances of this business have been classified as discontinued operations as contemplated in Ind AS 105- Non Current Assets held for sale and discontinued operations. Details of the discontinued operations are given below:
  • 7 b) The Company proposes to amend its Memorandum of Association to include renting of property as one of its main objects and accordingly rental income is considered as revenue from operations.

(Amount in INR lakhs, unless otherwise stated)
A) Profit and Loss from Discontinued Operations
Quarter ended Year ended
SI Particulars March 31, 2019 December 31, March 31, 2018 March 31, 2019 March 31, 2018
no 2018
(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
1 Income
Revenue from operations 431 484 550 1,935 1,999
Other income,net - - - - 18
Total income 431 484 550 1,935 2,017
2 Expenses
Employee benefit expenses 218 254 264 1,017 1,095
Finance costs - - - - -
Depreciation and amortization expenses 18 19 11 73 28
Other expenses 207 298 179 1,072 884
Total expenses 443 571 454 2,162 2,007
3 Profit / (loss) before tax (13) (87) 96 (227) 9
4 Tax expenses
Income tax - current (3) (18) 20 (54) 2
Deferred tax - - 9 -
Total tax (3) (18) 20 (45) 2
5 Profit / (loss) for the year (after tax) (10) (69) 76 (182) 7
Other comprehensive income / (loss)
(i) 6 (1) 9
Items that will not be reclassified to profit or loss 2 (9)
(ii) Income tax relating to items that will not be (1) - (2)
reclassified to profit or loss (1) 3
Total other comprehensive income / (loss) 1 (6) 5 (1) 7
6 Total comprehensive income / (loss) (9) (75) 80 (182) 14
7 Earning per share of INR 5/- each
(not annualized)
Basic (INR) (0.03) (0.24) 0.29 (0.64) 0.03
Diluted (INR) (0.04) (0.23) 0.27 (0.62) 0.03

(B) Carrying amount as at March 31, 2019 of the total assets to be disposed net off total liabilities to be settled is INR 569.

(C) Cash flow of discontinued operations and cash flow attributable to its investing and financing activity for the year ended :

March 31, 2019 March 31, 2018
a. Net cash flows from operating activities 89 (75)
b. Net cash flows used in investing activities (60) (260)
c. Net cash flows from financing activities
Total 29 (335)

8 As per Ind AS 108 - Operating Segment, if a financial report contains both consolidated financial statements of a parent that is within the scope of this Ind AS as well as the parent's separate financial statements, segment information is required only in the consolidated financial statements. Accordingly, information required to be presented under Ind AS 108 - Operating Segment has been given in the consolidated financial statements of the Company.

9 For financial year ended March 31,2019, the Board of Directors has recommended a dividend of 30 % (INR 1.5/- per equity share of INR 5/- each), subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

10 Previous period's / year's figures have been regrouped or reclassified wherever necessary.

For and on behalf of the Board of Directors As per our separate report of even date

For Varma & Varma Chartered Accountants FRN: 004532S

Farid Kazani Managing Director DIN: 06914620

Place : Navi Mumbai Date : May 15 , 2019

Cherian K Baby

Partner M No: 16043

Place : Navi Mumbai Date : May 15 , 2019

To'swa T . et/wW .

Independent Auditor's Report on Annual Consolidated Financial Results of Majesco Limited pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To The Board of Directors, Majesco Limited, Navi Mumbai

    1. We have audited the accompanying Statement of Consolidated Financial Results of MAJESCO LIMITED (the Company) and its subsidiaries (the Company and its subsidiaries together referred to as "the Group") for the year ended March 31, 2019 (the Statement), being submitted by the Company pursuant to the requirement of Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016 (the Listing Regulations).
    1. This Statement, which is the responsibility of the Company'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, read with relevant rules issued thereunder (Ind AS) and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

Our responsibility is to express an opinion on the Statement based on our audit of such consolidated financial statements.

  1. We conducted our audit in accordance with the Standards on Auditing issued under Section 143(10) of the Companies Act, 2013 and generally accepted in India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting policies used and the significant estimates made by the Management. We believe that our audit provides a reasonable basis for our opinion.

Other Matter

4.

a) We have audited this standalone financial statements of the holding company and its Indian step-down subsidiary prepared under Ind AS in accordance with applicable Standards on Auditing, which have been considered in these consolidated financial results.

Page 1 of 2

Unit No. 101, Option Primo, Plot No. X-21, MIDC Road No. 21, An• eri East, Mumbai- 400093 Tel : +91+22 2839 5837 Email: [email protected]

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  • b) We have audited the special purpose financial statements of four foreign subsidiaries prepared under Ind AS for the purposes of consolidation which have been considered in these consolidated financial results. These reflect total assets of INR 1,32,895 Lakhs as at March 31, 2019 and total revenue of INR 94,100 lakhs for the year ended on that date (both before elimination). These statements are prepared with reference to the consolidated financial statements of all the subsidiaries prepared by the management under US-GAAP on which reliance is placed by us for the audit of the special purpose financial statements. We are not the statutory auditors of these companies.
  • c) We did not audit the financial statements of five subsidiaries included in the audited consolidated financial statements referred to above whose financial information reflect total assets of INR 6,096 lakhs as at March 31, 2019, total revenue of INR 8,429 lakhs, for the year ended on that date (both before elimination), which have been considered in these consolidated financial results. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated financial results in so far as it relates to the amounts and disclosures included in respect of these subsidiaries (not incorporated in India) is based solely on the reports of the other auditors.
  • d) Our opinion on the consolidated financial results and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial information certified by the Management.
    1. In our opinion and to the best of our information and according to the explanations given to us, the Statement:
    • i. Includes the results of the subsidiaries as listed in Note 2 to the statement;
    • ii. have been 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 July 5, 2016; and
    • iii. gives a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net profit, consolidated total comprehensive income and other financial information of the Group for the year ended March 31, 2019.

For VARMA & VARMA Chartered Accountants FRN 004532S

CHERIAN K BABY--

Partner M. No.16043

Place: Navi Mumbai Date : May 15, 2019

Page 2 of 2

Unit No. 101, Option Primo, Plot No. X-21, MIDC Road No. 21, Andheri East, Mumbai- 400093 Tel : +91+22 2839 5837 Email: [email protected]

(All amounts in INR Iakhs, unless otherwise stated)

STATEMENT OF CONSOLIDATED UNAUDITED RESULTS FOR THE QUARTER AND AUDITED RESULTS FOR THE YEAR ENDED MARCH 31, 2019

Quarter ended Year ended
SI Particulars March 31, December March 31, March 31, March 31,
no 2019 31.2018 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
1 Income
Revenue from operations 26,149 25,471 21,669 98,810 80,604
Other income, net 571 845 491 2,810 1,092
Total income 26,720 26,316 22,160 101,620 81,696
2 Expenses
Employee benefit expenses 17,440 17,465 15,765 66,107 57,284
Finance costs 96 101 175 361 489
Depreciation and amortization expenses 661 601 388 1,961 1,785
Other expenses 6,750 5,196 4,283 23,185 21,060
Total expenses 24,947 23,363 20,611 91,614 80,618
3 Profit before exceptional items 1,773 2,953 1,549 10,006 1,078
4 Exceptional items, net - loss / (gain) 1 303 13 (274) (1,053)
5 Profit before tax 1,772 2,650 1,536 10,280 2,131
6 Tax expenses
Income tax - current 1,528 296 287 3,415 2,437
Deferred tax charge / (benefit) (820) 378 240 (309) (586)
Total tax 708 674 527 3,106 1,851
7 Net profit from ordinary activities after tax 1,064 1,976 1,009 7,174 280
8 Extraordinary items (net of tax expense) - - - - -
9 Net profit 1,064 1,976 1,009 7,174 280
10 Other comprehensive income
A. (i) Items that will not be reclassified to profit or loss (12) (175) 25 (129) 49
(ii) Income tax relating to items that will not be reclassified 4 51 (5) 38 (13)
to profit or loss
B. (i) Items that will be reclassified to profit or loss (910) 222 136 168 537
(ii) Income tax relating to items that will be reclassified to (112) (359) 83 (64) 1
profit or loss
Total other comprehensive income / (loss), net of tax (1,030) (260) 239 13 574
11 Total comprehensive income 34 1,716 1,248 7,187 854
12 Profit / (loss) attributable to:
Equity shareholders of the company 855 1,492 787 5,404 629
Non-controlling interest 209 484 222 1,770 (349)
Other comprehensive income / (loss) attributable to:
Equity shareholders of the company (717) (182) 168 9 403
Non-controlling interest (313) (78) 71 4 171
Total comprehensive income / (loss) attributable to:
Equity shareholders of the company 138 1,310 956 5,413 1,033
Non-controlling interest (104) 406 292 1,774 (179)
Paid up equity share capital13 (Face value of INR 5/- each) 1,417 1,415 1,406 1,417 1,406
14 Reserves excluding revaluation reserves as per balance sheet 66,284 52,923
15 Earning per share of INR 5/- each (not annualized)
Basic (In INR) 3.03 5.29 2.97 19.14 2.60
Diluted (In INR) 2.90 5.06 2.83 18.36 2.47

(All amounts in INR lakhs, unless otherwise stated)

As at
PARTICULARS March 31, March 31,
2019 2018
(Audited) (Audited)
ASSETS
1 Non-current assets
(a) Property, plant and equipment 3,051 2,955
(b) Capital work-in-progress 5 24
(c) Investment Property - -
(d) Goodwill
(i) On consolidation 21,282 18,892
(ii) Others 3,424 3,232
(e) Other intangible assets 6,071 488
(f) Financial assets
(i) Investments 50 50
(ii) Loans 332 371
(iii) Other financial assets 633 65
(g) Deferred tax assets (net) 5,179 4,623
(h) Income tax assets (net) 769 604
(i) Other non-current assets 146 152
Total non-current assets 40,942 31,456
2 Current assets
(a) Financial assets
(i) Investments
(ii) Trade receivables 8,662 30,880
(iii) Cash and cash equivalents 11,960 12,832
10,986 5,976
(iv) Bank balances other than cash and cash equivalents 20,665 3,001
(v) Loans - 9
(vi) Other financial assets 14,749 6,591
(b) Income tax assets (net) 150 65
(c) Other current assets 3,036 2,735
Total current assetsTotal Assets 70,208 62,089
111,150 93,545
As at
PARTICULARS March 31, March 31,
2019 2018
(Audited) (Audited)
EQUITY AND LIABILITIES1Equity
(a) Equity share capital
1,417 1,406
(b) Other equity 66,284 52,923
(c) Non-controlling interest 12,816 7,865
Total equity 80,517 62,194
12,816Total equity80,5172Non-current liabilities(a) Financial liabilities(i) Borrowings76(ii) Other financial liabilities2,016(b) Provisions2,747 7,865
62,194
3,414
11
2,192
(c) Other non-current liabilities2,356 2,831
Total non-current liabilities7,195 8,448
3Current liabilities
(a) Financial liabilities
(i) Borrowings287 3,429
(ii) Trade payables
a) Dues of micro enterprises and small enterprises- -
b) Dues of creditors other than micro enterprises and small enterprises1,651 1,596
(iii) Other financial liabilities12,97110,125
(b) Other current liabilities6,400 6,474
(c) Provisions1,197 1,244
(d) Income tax liabilities (net)932 35
Total current liabilities23,43822,903
Total Equity and Liabilities111,15093,545

(All amounts in INR lakhs, unless otherwise stated)

STATEMENT OF CONSOLIDATED UNAUDITED SEGMENTAL INFORMATION FOR THE QUARTER AND AUDITED SEGMENTAL INFORMATION FOR THE YEAR ENDED MARCH 31, 2019

Quarter ended Year ended
SI March 31, December March 31, March 31, March 31,
no Particulars 2019 31, 2018 2018 2019 2018
(Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
1 Segment Revenue
North America 22,066 21,044 18,519 84,676 70,689
Europe 2,204 2,513 1,402 6,866 4,288
Others 1,879 1,914 1,748 7,268 5,627
Income from operations (net) 26,149 25,471 21,699 98,810 80,604
2 Segment Results - profit / (loss) before tax and interest
North America 2,945 3,345 2,628 13,956 6,695
Europe 78 373 219 681 500
Others 32 (177) 236 (202) 587
Total Segment Results - 3,055 3,541 3,083 14,435 7,782
i Finance costsLess: 96 101 175 361 489
ii Other un-allocable expenditure net of un-allocable
income 1,186 487 1,359 4,068 6,215
Profit from ordinary activities after finance costs but before
exceptional Items 1,773 2,953 1,549 10,006 1,078
Exceptional items - loss / (gain) 1 303 13 (274) (1,053)
Profit from ordinary activities before tax and non-controlling
interest 1,772 2,650 1,536 10,280 2,131
3 Segment assets
North America 57,433 54,713 49,685 57,433 49,685
Europe 11,853 10,504 3,135 11,853 3,135
Others 4,741 4,496 3,649 4,741 3,649
Unallocable/corporate 37,123 41,641 37,076 37,123 37,076
Total segment assets 111,150 111,354 93,545 111,150 93,545
4 Segment liabilities
North America 26,343 32,333 27,972 26,343 27,972
Europe 1,211 4,603 1,252 1,211 1,252
Others 1,420 2,013 1,187 1,420 1,187
Unallocable / corporate 1,659 536 940 1,659 940
Total segment liabilities 30,633 39,485 31,351 30,633 31,351
5 Capital employed
North America 31,090 22,380 21,713 31,090 21,713
Europe 10,643 5,902 1,883 10,643 1,883
Others 3,321 2,483 2,462 3,321 2,462
Unallocable/corporate 35,463 41,104 36,136 35,463 36,136
Total capital employed 80,517 71,869 62,194 80,517 62,194

NOTES :

  • 1 The above results were reviewed by the Audit Committee on May 15, 2019 and were thereafter approved by the Board of Directors at its meeting held on May 15, 2019
  • 2 The consolidated financial results and consolidated statement of assets and liabilities relate to Majesco Group. The Group consists of Majesco Limited and its subsidiaries and step down subsidiaries mentioned below :

Majesco, USA Majesco (Thailand) Co. Ltd. (closed w.e.f. January 29, 2019) Majesco (UK) Limited Majesco Software and Solutions Inc. Majesco Software and Solutions India Private Ltd. Majesco Canada Ltd. Majesco Sdn. Bhd. Exaxe Holdings Limited (w.e.f. October 1, 2018) Majesco Asia Pacific Pte. Ltd. Exaxe Limited (w.e.f. October 1, 2018) Cover All Systems Inc. (merged with Majesco Software and Solutions Inc.w.e.f. January 1, 2019)

  • 3 As required by Circular No.CIR/CFD/FAC/62/2016 dated July 5, 2016 issued by the Securities and Exchange Board of India ('SEBI'), the financial results and financial information for the quarter and year ended March 31, 2018 have been prepared by the management after making the necessary adjustments to give a true and fair view of the results in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013. The result, for the quarter ended March 31, 2019 and quarter ended March 31, 2018 are the balancing figures between the audited figures of the financial year ended on March 31, 2019 and March 31, 2018 and the published year to date figures upto the nine months ended December 31, 2018 and December 31, 2017 respectively.
  • 4 Items that will not be reclassified to profit or loss represents remeasurement of defined benefit obligation. Items that will be reclassified to profit or loss represents exchange differences on translation of foreign operations and net change in fair value of cash flow hedge.
  • 5 Exceptional items :
    • (I) The expenses related to the acquisition of Exaxe INR 310 lakhs has been shown as exceptional item in the financial results for the year ended March 31, 2019 and for the quarter ended December 31, 2018. Please refer note no.10 below for further details.
    • (ii) During the year, one of the subsidiaries, has reversed the balance contingent consideration of INR 584 lakhs, which was provided in earlier years as per the terms of agreement on acquisition of a business, as it was determined to be not payable. This has been classified as exceptional item in the financial results for the year ended March 31, 2019. As a result, a net gain INR 274 lakhs under exceptional items is recognised in the Statement of Profit and Loss for the year ended March 31, 2019.
    • (iii) In the previous year in the comparative period / year, the Company has recognised a net profit of INR 1,063 lakhs on sale of investment property. The Company had entered into a deed of assignment on August 1, 2017 for assignment of all its rights, titles and interest in relation to the property located at Pune, Maharashtra in favour of the buyer for a total consideration of INR 1,559 lakhs. The said transaction was completed on August 1, 2017 and all the adjustments relating to the transaction have been completed during the quarter ended March 31, 2018, resulting in a cost of INR 3 lakhs for that quarter.
    • (iv) In the previous year, the Company has provided INR 225 lakhs on account of share of stamp duty against demand raised on Mastek Limited by the Office of the Superintendent of Stamps, Gandhinagar, Gujarat, for implementation of the demerger scheme and while making the payment, an additional cost of INR 10 lakhs has been accrued during the quarter ended March 31, 2018. As a result, a net gain of INR 1,053 lakhs under exceptional items is recognised in the Statement of Profit and Loss for the year ended March 31, 2018.
  • 6 In the previous year, one customer of a foreign subsidiary raised a claim on one of the step down subsidiaries. During the year, the step down subsidiary signed a settlement agreement with the customer and made a settlement payment and recovered a major part from insurance company.
  • 7 Effective from April 1, 2018, the Company has adopted Ind AS 115 using the cumulative effect method. The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information is not restated in the financial results. The adoption of the standard did not have any material impact on the financial results for the year ended March 31, 2019.
  • 8 In the previous year, the Company had issued 44,43,849 Equity shares of INR 5/- each for cash pursuant to qualified institutional placement (QIP) as per the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations at INR 520/- per share aggregating to INR 23,108 lakhs (including share premium). Issue related expenses of INR 581 lakhs have been debited to securities premium. This issue was fully subscribed and allotment was completed on February 1, 2018.

Untill utilisation in Feb 2019, the funds raised was invested in mutual funds and fixed deposits and the income so earned is included in the Other income of the respective quarters / years.

The funds so raised were utilised by the Company for investing in the rights issue of shares of its subsidiary, Majesco, USA. The Company subscribed to 45,81,109 number of shares at $ 7.10 per share, the equivalent Rupee value of these investments is INR 23,202 lakhs.

9 On December 6, 2018, Majesco, USA, subsidiary of the Company, filed a registration statement with SEC on Form S-1, as amended, with respect to its proposed rights offering. On February 25, 2019 , Majesco USA, completed the right offering pursuant to which they received approximately $ 43.5 million (INR 31,013 lakhs), being gross proceeds from sale of 61,23,463 of the common stock to shareholders who exercised their subscription rights (including both basic and over-subscription).

As stated in Note 8 above, the Company also exercised the rights, and applied for additional shares. Net receipt of the Group in the Rights offering was approximately $ 11.0 million (INR 7,740 lakhs), net of issue expenses.

10 On November 27, 2018 (the effective date), Majesco, USA, subsidiary of the Company entered into a share purchase agreement (SPA) for the acquisiton of all the issued share capital of Exaxe Holdings Limited, Ireland (Exaxe). On the effective date, Majesco, USA, consummated the purchase of 90% of the issued share capital of Exaxe. As per the SPA, the remaining 10% of the issued share capital will be transferred on August 1, 2019. The economic transfer date of the business is October 1, 2018.

Accordingly, Exaxe became direct subsidiary of Majesco, USA and step-down subsidiary of the Company.

Majesco, USA, has made an upfront payment of approximately INR 5,367 lakhs, and will make deferred payment of approximately INR 2,897 lakhs (which include approximately INR 405 lakhs to be paid to designated employees of Exaxe) over the next three years. For the remaining 10%, Majesco, USA, will pay approximately INR 557 lakhs on Aug 1, 2019.

For the purpose of preparing the consolidated financial results of the company, Majesco, USA, has obtained an independent fair valuation of the assets taken over and in the process recognised a Goodwill of approximately of INR 1,236 lakhs. The expenses related to the acquisition, INR 310 lakhs has been shown as an exceptional item in the financial results for the year ended March 31, 2019.

  • 11 The Company's overseas stepdown subsidiary, Cover All Systems Inc., USA, got merged with another overseas stepdown subsidiary, Majesco Software and Solutions Inc., USA, with effect from January 1, 2019, surviving entity being Majesco Software and Solutions Inc., USA. Both these entities were wholly owned subsidiaries of the Company's subsidiary Majesco, USA. The merger has no financial impact in the consolidated financial results of the Company.
  • 12 Pursuing to management decision to discontinue business operations in Thailand, during the quarter ended December 31, 2018, the process of closing down the step down subsidiary company in Thailand namely Majesco (Thailand) Co. Ltd. was initiated. The process of closing down was completed on January 29, 2019.
  • 13 During the year, the Company has entered into an agreement with its step down subsidiary, Majesco Software and Solutions India Private Ltd. to sell its India Insurance Product and Services business as a going concern on a slump basis for a lumpsum consideration of INR 2,437 lakhs, on the basis of a valuation report obtained from an independent valuer, subject to certain adjustment at or after closing, w.e.f. April 1, 2019. This has been approved by the Board of Directors of both the companies and the shareholders of the Company. As the transaction is within the Group, there are no separate accounting treatments or disclosure requirements at the consolidated level for the year.
  • 14 For financial year ended March 31,2019, the Board of Directors has recommended a dividend of 30 % (INR 1.5/- per equity share of INR 5/- each), subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.
  • 15 Previous period's / year's figures have been regrouped or reclassified wherever necessary.

For and on behalf of the Board of Directors

Farid K Managi irector

Place : Navi Mumbai Date : May 15, 2019

DIN: 06914620

As per our separate report of even date attached

For Varma & Varma Chartered Accountants FRN: 0045

Cherian K Baby Partner M No: 16043

Place : Navi Mumbai Date : May 15, 2019

Majesco FY19 Total Revenue at Rs 1,016 crore; up 24.4% YoY

  • FY19 Cloud Revenue at Rs 401.1 crore; up 67.2% YoY
  • Q4FY19 Cloud Revenue at Rs 115.6 crore; up 8.8% QoQ and 70.2% YoY
  • FY19 Adjusted EBITDA of 11.9% up more than 200% YoY
  • Q4FY19 Adjusted EBITDA of 10.8% up 38.1% YoY
  • Cloud revenue now represents more than 40% of total revenue

Mumbai, . 1 .-3th May 2019: Majesco Ltd. (MJCO), (BSE: 539289), (NSE: MAJESCO), a global provider of software, consulting and services for insurance business transformation, announced today its financial results for the fourth quarter and full year FY19 ended 31" March, 2019.

Review of consolidated financial performance for the quarter ended 31" March, 2019:

  • The operating revenue for the quarter under review was Rs 261.5 crore, an increase of 2.7% in rupee terms and up 3.5% in constant currency from Rs 254.7 crore in Q3FY19 as well as an increase of 20.7% in rupee terms from Rs 216.7 crore in Q4FY18.
  • Total revenue for the quarter under review was Rs 267.2 crore, an increase of 1.5% from Rs 263.2 crore in Q3FY19 and an increase of 20.6% from Rs 221.6 crore in Q4FY18.
  • The Company reported an adjusted EBITDA of Rs 28.2 crore (10.8% of operating revenue) in Q4FY19 as compared to Rs 35.4 crore (13.9% of operating revenue) in Q3FY19 and as compared to an adjusted EBITDA of Rs 20.4 crore (9.4% of operating revenue) in Q4FY18.
  • Net profit stood at Rs 10.6 crore in Q4FY19 as compared to Rs 19.8 crore in Q3FY19 and as compared to net profit of Rs 10.1 crore in Q4FY18.
  • The product research & development spends during the quarter stood at Rs 35.5 crore (13.6% of operating revenue) as compared to Rs 34.5 crore (13.5% of operating revenue) in Q3FY19 and Rs 30.0 crore (13.8% of operating revenue) in Q4FY18. The company continues to invest in R&D with focus on Majesco's product roadmap to support next generation insurance cloud solutions and digital offerings.

For the Financial Year ended 31st March, 2019:

  • The operating revenue was Rs 988.1 crore for FY2019 as compared to Rs 806.0 crore in FY2018 reflecting a growth of 22.6% in rupee terms and 13.4% in constant currency.
  • Total revenue was Rs 1,016.2 crore for FY2019 as compared to Rs 817.0 crore in FY2018 reflecting a growth of 24.4%.
  • The company reported an adjusted EBITDA of Rs 117.7 crore (11.9% of operating revenue) for FY2019 as compared to an adjusted EBITDA of Rs 39.2 crore (4.9% of operating revenue) in FY2018.
  • Net profit stood at Rs 71.7 crore for FY2019 as compared to Rs 2.8 crore in FY2018.
  • The product research & development spends was at Rs 135.9 crore (13.7% of operating revenue) for FY2019 as compared to Rs 112.6 crore (14.0% of operating revenue) in FY2018.

Operating highlights:

  • Cloud Revenue: Total Revenue from cloud-based customers was Rs 115.6 crore (44.2% of operating revenue) for the quarter ended 31st March, 2019 as compared to Rs 106.3 crore (41.7% of operating revenue) in the quarter ended 31st December, 2018 reflecting a growth of 8.8% on QoQ basis and up by 70.2% as compared to Rs 67.9 crore (31.3% of operating revenue) in the corresponding quarter ended 31st March, 2018. In FY19, the total cloud revenue stood at Rs 401.1 crore (40.6% of operating revenue), reflecting a growth of 67.2%. Total cloud subscription revenue was Rs 31.9 crore (12.2% of operating revenue) for the quarter ended 31st March, 2019 as compared to Rs 31.5 crore (12.4% of operating revenue) in the quarter ended 31st December, 2018 reflecting a growth of 1.2% on QoQ basis and up by 64.5% as compared to Rs 19.4 crore (8.9% of operating revenue) in the corresponding quarter ended 31st March, 2018. In FY19, the total cloud subscription revenue was Rs 116.0 crore (11.7% of operating revenue) reflecting a growth of 60.1%.
  • Recurring Revenue: Total recurring revenue was Rs 92.0 crore (35.2% of operating revenue) for the quarter ended 31st March, 2019 as compared to Rs 90.1 crore (35.4% of operating revenue) in the quarter ended 31st December, 2018 reflecting a growth of 2.2% on QoQ basis and up by 50.6% as compared to Rs 61.1 crore

(28.2% of operating revenue) in the corresponding quarter ended 31st Marc 2018. In FY19, the total recurring revenue was at Rs 328.3 crore (33.2% of operating revenue) reflecting a growth of 52.4%.

  • 12 month Order Backlog: The 12-month executable order backlog stood at Rs 670.1 crore ($96.9mn) as on 31st March, 2019 and in constant currency stood at Rs 676.1 crore as compared to Rs 608.7 crore ($87.2mn) at the end of Q3FY19, reflecting an increase of 10.1% QoQ in rupee terms and 11.1% in dollar terms.
  • Employees: As on 31st March, 2019, the company had a total of 2,763 employees, of which 2,252 employees were based offshore in India while the rest were at various onsite locations outside India. Employee count at the end of 31st December, 2018 was 2,711.
  • Cash & Cash Equivalents: The total cash & cash equivalents in Consolidated Majesco Group was at Rs 403.1 crore as on 31st March, 2019 as compared to Rs 457.7 crore at the end of 31st December, 2018.
  • Borrowings: Total borrowings at Consolidated Majesco Group as on 31st March, 2019 was Rs 3.6 crore as compared to Rs 95.7 crore as at 31st December, 2018.
  • Dividend: The Board of Directors have recommended a final dividend of 30% (Rs 1.5/- per share) at the meeting held on 15th May, 2019, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.
  • Clients: The Company added 6 new clients during the quarter and 19 new clients in FY19. Total cloud customers count as of 31st March, 2019 was 54. In terms of client concentration, the top 5 constituted 26.7% of revenue and the top 10 customers constituted 41.7% of revenue for the quarter under review.

Other highlights:

  • On February 25, 2019, Majesco Limited subscribed to the rights offering of Majesco investing an amount of Rs 232.0 crore pursuant to which its shareholding in the subsidiary has increased to 70.3%. The total amount raised by Majesco in the rights issue was approximately $43.5 million.
  • Majesco and Capgemini recently announced an alliance partnership agreement. In the agreement, Capgemini will bring its extensive insurance innovation, customer service and digital capabilities to implementations of the

Majesco Life & Annuity (L&A) and Group Core Suite for insurance carriers in th life, annuity, group, worksite, and voluntary benefits market, helping them to achieve speed to value.

Mr. Adam Elster, Chief Executive Officer of Majesco, said: "We had a great year for revenue, profitability and new sales. Companies of all sizes are turning to Majesco to partner with us on their digital transformation journey. I am more excited than ever about the opportunity ahead, the future of Majesco and the insurance industry. Our relentless focus on delivering innovation and customer success has fueled our growth and solidified our leadership. And as we look to fiscal 2020, we remain committed to leveraging our technology, expertise and leadership to help insurers modernize, innovate and connect to build the future of their business — and the future of the insurance industry — at speed and scale."

Mr. Farid Kazani, Managing Director, Majesco Ltd., said: "We are pleased with the overall performance and the steps taken during the year by Majesco to become a leading cloud solution and digital transformation player for the global insurance industry. The year 2019 reflected significant improvement in the revenue, net profits and cashflows and it was encouraging to end the year with strong growth in the cloud & recurring revenues and a record 12 month order backlog of $97 million."

About Majesco

Majesco provides technology, expertise, and leadership that helps insurers modernize, innovate and connect to build the future of their business - and the future of insurance at speed and scale. Our platforms connect people and businesses to insurance in ways that are innovative, hyper-relevant, compelling and personal. Over 190 insurance companies worldwide in P&C, L&A and Group Benefits are transforming their businesses by modernizing, optimizing or creating new business models with Majesco. Our market leading solutions include CloudlnsurerTM P&C Core Suite (Policy, Billing, Claims); CloudlnsurerTM L&A and Group Core Suite (Policy, Billing, Claims); Digitallst InsuranceTM with Digitallst eConnectTM, Digitallst EcoExchangeTM and Digitallst PlatformTM - a cloudnative, microservices and open API platform; Distribution Management, Data and Analytics and an Enterprise Data Warehouse. For more details on Majesco, please visit www.maiesco.com

For further information, please contact:

Varika Rastogi Asha Gupta
Majesco Ltd. Christensen Investor Relations
Ph:+91 22 6150 1800 Tel: +91 22 4215 0210
Email: [email protected] Email: [email protected]

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbour" provisions of the Private Securities Litigation Reform Act. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Majesco's reports that it files from time to time with the Securities and Exchange Commission (SEC) and which you should review, including those statements under "Item 1A — Risk Factors" in Majesco's Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with the SEC on June 22, 2018.

Important factors that could cause actual results to differ materially from those described in forward-looking statements contained in this press release include, but are not limited to: integration risks; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; technology development risks; intellectual property rights risks; competition risks; additional scrutiny and increased expenses as a result of being a public company; the financial condition, financing requirements, prospects and cash flow of Majesco; loss of strategic relationships; changes in laws or regulations affecting the insurance industry in particular; restrictions on immigration; the ability and cost of retaining and recruiting key personnel; the ability to attract new clients and retain them and the risk of loss of large customers; continued compliance with evolving laws; customer data and cybersecurity risk; and Majesco's ability to raise capital to fund future growth.

These forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.