AUDITORS' REPORT TO

THE MEMBERS OF ERP SOFT SYSTEMS LIMITED

We have audited the accompanying financial statements of ERP SOFT SYSTEMS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, and the Statement of Profit and Loss of the year ended, and the Cash flow Statement a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to under section 133 of the companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. These Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2016

b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c) In case of the Cash Flow Statement for the year ended

1) As required by the Companies (Auditor's Report) order, 2016 issued by the Central Government of India in terms of section 143 of the act, we give in the annexure a statement of the matters specified in 143(11) of the order

2) As required by Section 143(3) of the Act, We report that

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) the Balance Sheet, Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to section 133 of the Companies Act, 2013

e) on the basis of written representations received from the directors as on 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as directors in terms of Sub section (2) of section 164 of the Companies Act, 2013.

f) The Company does not have branch offices

g) The Company has a adequate Internal Financial Control procedures system in place. There is no major weakness in the Internal Control Procedures.

h) The books of accounts have been maintained properly and no such matters arose during the course of Audit which enables us for Qualification

I) No such matters came to light upon audit of financial transactions which may have an adverse effect on the functioning of the Company

Annexure to the Auditors’ Report (referred to in paragraph 3 of our Report of even date to the Members of eRpSOFT SYSTEMS LIMITED for the year ended March 31, 2016)

1. (a) The Company has maintained proper records showing full particulars

including quantitative details and situation of fixed assets.

(b) Fixed Assets have been physically verified by the management and, in our opinion, the verification is reasonable having regard to the size of the company and the nature of its assets. No discrepancies were noticed on such verification.

(c) The Company did not have any immovable property during the year.

2. In respect of its inventories The company did not carry any inventory during the year

3. a) During the year the company has not granted any loans to Companies,

firms or other parties covered in the Register maintained under section 189 of the Companies Act,2013

b) There were no loans unsecured outstanding in the books of the company.

4. The company has not accepted any Deposits from public attracting provisions of section 73 to 76 (both inclusive) of Companies Act, 2013, or any other relevant provisions of the Act.

5. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

6. To the best our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under Section 148(1) of the of the Companies Act, 2013 in respect of the Company’s nature of business.

7. a) According to the information and explanations given to us and the records

examined by us, the company is regular in depositing with appropriate authorities undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2016 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no Disputed statutory dues in the books of the company.

8. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company did not have any outstanding dues to financial Institutions, Banks or Debenture holders.

9. According to the information and explanations given to us, the Company was trading in shares and securities and proper records have been maintained of the transactions and contracts. The company was making timely entries and the shares and securities were held by the company in its own name.

10. The company has not taken term loans from banks.

11. Based on our examination of the Balance Sheet of the company as at

31.03.2016, since there are no loans availed by the company from the banks, the utilization of funds does not arise.

12. During the year covered by our audit report, the Company does not have any outstanding debentures during the year.

13. During the year the company has not raised money through the Public Issue, the utilization of funds does not arise.

14. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

15. There was no managerial remuneration paid or provided by the company during the year

16. The related party transactions are in compliance with section 177 of the Companies Act 2013 and where applicable the details have been disclosed in the financial Statements as required by the Accounting Standards and Companies Act 2013.

17. The Company has not made any preferential allotment of Shares or fully or partly convertible debentures during the year under review as required by section 42 of the Companies Act 2013

18. The Company has not entered into non-cash transactions with directors or persons connected with them as required by the provisions of section 192 of the Companies Act 2013

We have audited the attached consolidated balance sheet of ERP Soft Systems Limited (‘the Company’) and subsidiary for the year ended March 31, 2016, the consolidated profit and loss account and the consolidated cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

We did not audit the financial statements of Liberty Com LLC whose financial statements reflect total assets of Rs.11,37,74,880/- as at 31 March 2016 and total revenues of Rs.25,58,26,218/- for the year ended March 31, 2016. These financial statements were furnished by the Management and in our opinion in so far as it relates to the amount included in respect of the Subsidiary is based solely on the statements furnished by the Management and no audited statements furnished to us.

We report that the consolidated financial statements have been prepared by the Company’s management in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements and Accounting Standard (AS) 23, Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India and on the basis of separate audited financial statements of ERP Soft Systems Limited and its subsidiary Libertycom LLC.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the consolidated balance sheet, of the state of affairs of the ERP Soft Systems Limited and its subsidiary Libertycom LLC for the year ended March 31,2016

b) in the case of the consolidated profit and loss account, of the profit of the ERP Soft Systems Limited and its subsidiary Libertycom LLC for the year ended on that date; and

c) In the case of the consolidated cash flow statement, of the cash flows of the ERP Soft Systems Limited and its subsidiary Libertycom LLC for the year ended on that date.

for VIJAYARAGHAVAN & ASSOCIATES

Chartered Accountants

P.B.VIJAYARAGHAVAN

Partner

Place: Chennai Membership No: 15103

Date: May 30, 2016 firm Reg No:005699S