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8K Miles Software Services Ltd.

BSE: 512161 Sector: IT
NSE: 8KMILES ISIN Code: INE650K01021
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OPEN 535.00
PREVIOUS CLOSE 534.65
VOLUME 39415
52-Week high 1024.00
52-Week low 364.75
P/E 330.91
Mkt Cap.(Rs cr) 1,616
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 535.00
CLOSE 534.65
VOLUME 39415
52-Week high 1024.00
52-Week low 364.75
P/E 330.91
Mkt Cap.(Rs cr) 1,616
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

8K Miles Software Services Ltd. (8KMILES) - Director Report

Company director report

The Board of Directors of 8K Miles Software Services Limited have pleasure inpresenting the Thirty Second Report on the business & operations for the year endedMarch 31 2017 along with the Audited Financial Statements for the year.

FINANCIAL PERFORMANCE

The comparative figures of the financial performance of the company for the last twoyears are presented in the table below.

(` in Lacs)

Particulars Consolidated Standalone
FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16
Revenue 53437.71 27193.10 3746.40 2095.59
Earnings Before interest & Depreciation 18634.16 8872.78 869.11 666.65
Interest 194.13 20.95 188.24 20.95
Depreciation and Amortization 1968.88 2022.89 329.82 460.93
Profit Before Tax (PBT) 16471.15 6828.95 351.05 184.76
Profit After Tax (PAT) before Minority interest 12560.34 5323.61 225.52 121.62
Profit After Tax (PAT) after Minority interest 10414.57 3958.60 225.52 121.62

FINANCIAL PERSPECTIVE (CONSOLIDATED)

Revenue for the year is 53437.71 signifying a growth of 96.51 % in Rupee terms. eBiTDAmargin for the current year is 34.87 % as compared to 32.63 % in previous year. PATafter Minority interest has increased by 163% to 104.15 crores as compared to 39.59 croresin the previous year.

Dividend

Your Board of Directors is pleased to recommend a dividend of ` 1 per equity share offace value of ` 5 each for the year ended 31st March 2017.

PUBLIC DEPOSITS

Your company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and the companies (Acceptance of Deposits) Rules 2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the companies Act 2013 do not apply as there wasno dividend declared and paid during the year.

The dividend recommended by the board of directors for the year ended March 31 2017 intheir meeting held on May 10 2017 is subject to the approval of the shareholders in theensuing AGM to be held on September 30 2017.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have not been any material changes and commitments if any affecting thefinancial position of the company which have occurred between the end of the FinancialYear of the company to which the financial statements relate and the date of the Report& change in nature of business if any.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the companies Act 2013. The detail of the iInvestments made by company isgiven in the notes to the financial statements.

BOARD AND COMMITTEE MEETINGS

The Board met 15 times during the year. The details regarding the board meetings andcommittee meetings are given separately in the corporate Governance Report. The gapintervening between two meetings of the board is within the stipulated time frameprescribed in the companies Act 2013 and SeBi (LoDR) Regulations 2015.

INDEPENDENT DIRECTORS

ndependent Directors of the company are not liable to retire by rotation.i The companyhas received declarations from all the independent Directors of the company confirmingthat they meet the criteria of independence as prescribed under Section 149 (6) of thecompanies Act 2013 and Regulation 16 (1) (b) of the SeBi (LoDR) Regulations 2015. Theterms of appointment of ndependenti Directors are available in the website of the company.

NOMINATION AND REMUNERATION POLICY

The nomination and Remuneration committee of the company review composition of board toensure that there is appropriate mix of talent qualification experience and diversity inthe Board. Pursuant to Section 178 of the companies Act 2013 the Remuneration policy hasbeen formulated to govern the terms of appointment and remuneration of Directors of thecompany. The policy ensures that the remuneration paid is sufficient to retain andmotivate the Directors of the company. The Remuneration policy is available in the websiteof the company.

SUBSIDIARY COMPANIES

1) 8K Miles Software Services inc. uSA

2) 8K Miles Software Services FZe - uAe

3) 8K Miles health cloud inc. uSA

4) Mentor Minds Solutions and Services inc. uSA

5) Mentor Minds Solutions and Services Private Ltd. india

CONSOLIDATED ACCOUNTS

The accounts of the subsidiary companies are consolidated with the accounts of thecompany in accordance with the provisions of section 129 of the companies Act 2013 andregulation 33 of SeBi (LoDR) Regulations 2015. The consolidated financial informationforms part of the Annual Report.

A statement under Section 129 (3) of the companies Act 2013 in Form Aoc-1 is annexedto the Directors Report

CONSERVATION OF ENERGY

a) company ensures that the operations are conducted in the manner whereby optimumutilisation and maximum possible savings of energy is achieved.

b) no specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.

d) Since the company does not fall under the list of industries which should furnishthis information in Form A annexed to the aforesaid Rules the question of furnishing thesame does not arise.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SeBi (Listing obligations and DisclosureRequirements) Regulation 2015 a detailed Report on Management Discussions and Analysis isgiven below:

overview

8K Miles is a leading solution provider in next generation cloud technology. we arecloud solution specialist in healthcare and insurance vertical. we take pride in our closeassociation with Amazon web Services Microsoft Azure Google cloud Services and vMware.we continue to be preferred partner of AwS for transformation services and managedservices in healthcare industry. we are certified and recognized by AwS for NexGenCloud Managed Services.

Along with its subsidiaries 8K Miles provides cloud migration advisory andimplementation services Devops and ongoing upgrades managed services big data andanalytics digital transformation and maintenance cloud solutions for business issues andinfrastructure management. our products tools and accelerators include cloudezRX™cloudezcare™ Eziam™ Ehr Recon™ And Misp™ In The Areas Of Cloud AndDigital Transformation For Healthcare and life science verticals.

The company is a public limited company incorporated and domiciled in ndia andhas its registered office in chennai Tamil nadu. The company has its primary listings onBSe Limited and the national Stock exchange of india Limited in india.

8k Miles is proud to be featured in the Forbes Top 8 value creators in 2016. it waschosen based on increase in shareholder's value growth financial efficiency andeffective decisive-making in a rapidly changing industry.

In Dustry Structure And Developments

enterprise it has observed a trend in consumption from fragmented/ business unit leveldemand to enterprise wide consumption. it has been further followed by cost optimizationmeasures of iT consumption at enterprise level. The race to the cloud is unquestionablytaking place in just about every other industry and was initially driven from cost-centricviewpoint. The data which is uploaded stored or downloaded via the cloud needs to besecured during its static and dynamic status. The cloud business model supports on-demandpay-for-use and economies-of-scale iT services over the internet. These virtualized datacenters combine to form the internet cloud. To enhance the multiple data residence on thesame cloud the cloud needs to be designed to be secure and private because securitybreaches will lead to data being compromised. cloud platforms are dynamically builtthrough virtualization with provisioned hardware software networks and data sets. Theidea is to migrate desktop computing to a service-oriented platform using virtual serverclusters at data centers. increasing the public cloud usage with security enhanced cloudslike using digital watermarking techniques helps in increase of revenue for the cloudservice providers and client.

healthcare industry is one of those sectors that face major challenges when it comes toembracing cloud transformation. Regulatory specific security and huge amounts of sensitivedata are the major reasons and there is a constant need for Technology and informationheads in the healthcare organization to maintain the right equilibrium between securityand privacy yet not compromising on the iT infra budgets and performance. healthcareorganizations working with tight iT budgets and absence of significant on-premise iT staffcontinue to support hybrid environments for both on-premise and cloud deployments withcloud shouldering more of the infrastructure than on-premise solutions year over year.healthcare industry's spending on the cloud is expected to rise nearly threefold from$3.73 billion in 2015 to $9.48 billion by 2020 (Markets & Markets). More than half ofthe cios who polled at last year's Gartner Symposium iT expo (in orlando in october 2016)are moving away from a captive data center environment and working toward a cloud-firststrategy.

As acceptance of cloud computing has increased there have been more instances ofautomation Devops and integration with iTSM. in fact enterprise clients have establishedcloud competency centers to increase the use cases and applications of cloud withinorganization further.

cloud computing is becoming a new standard for health iT infrastructure as thetechnology passes from a new and untested technology to expected and reliable. "Thegeneral hype surrounding the cloud has begun to wane with an ever-increasing number ofreal-world experiences demonstrating the pros and cons of cloud computing. This is on parwith adoption life cycles of other major technologies that move the healthcare industryforward. it creates an environment for continuous improvement of perceptions and helps thetechnology evolve to better serve healthcare" says Gartner.

As general skepticism of the healthcare cloud lessens Gartner observed healthcare ciostaking advantage of software-as-a-service (SaaS) offerings such as ehR solutions andservice desk services. cloud allows organizations to optimize costs and improveoperations. The increased interest in the healthcare cloud has inspired vendors toincrease their support for business associate agreements and third-party privacy andsecurity assessments.

organizations face many hiPAA compliance challenges when it comes to cloud as not allcloud solutions can meet the needs required for health data and protected healthinformation (Phi). healthcare cloud solutions need to strike a balance between being hiPAAcompliant and secure as well as flexible and adapting to technological advancements.healthcare data management includes strict requirements for security confidentialityprivacy traceability of access reversibility of data and long-term preservation. Ashospitals and health systems race to quickly test and decide on ideas and applicationsthat include everything from patient health applications to Ai they need a hiPAAcompliant cloud hosting platform to build or test those applications upon. A reliablecloud advisory firm with such capabilities doubles up role of an integral implementationpartner and manages the system on public cloud.

Our differentiators and strengths

Our cloudez platform provides an environment that is compliant with standards such ashipaa gxp Pci and various other governance reporting. Our platform features automatedBusiness Service operations like financial management data ingestion service securityand iam (identity Access Management) tagging performance & security monitoringcompliance & audit trials DR and backup service. Enterprise cloud engagementcapability of the platform provides full automation and flexibility to manage and tooperate the cloud services lifecycle.

As hospitals transform to modern digital enterprises and value-based payment modelsthey need to find innovative ways to quickly test and evaluate integrations and technologyoptions. Our cloud solution allows for the agility and speed to innovate while loweringthe barriers to innovation.

Our Devops model of managing infrastructure as code has obtained very positive responsefrom our clients in moving from manual operations to automated operations using ourRobotic Process Automation (RPA) tool. Our RPA tool utilizes artificial intelligencemachine learning predictive analytics to proactively identify trouble spots/ incidentsand self-healing.

Over years we have invested significantly in research and development and ip that hasformed to be strong base for the cloud competency center of your company. This competencycenter is backbone for the success and growth of your company. The four pillars of thiscloud competency center are People Tools Processes and operations.

Cloud Expertise: our expertise with large enterprises and other smbs in our journeyso far has helped us develop repository of knowledge and tools that has formed the base ofour cloud competency center and cloudez platform. We have in-house training center whichensures regular validation and upgradation of the skills of People.

Agile Delivery: The company's Agile Development process and Devops has shrunk thetimeline for continuous and regular updates -> automated testing -> ongoingintegration from 4 months to less than 2 weeks. It allows for changing priorities andrequirements evaluation and deployment of 3X more solutions to meet requirements in thesame time frame. It also enhances business value for our clients by reducing time toproduction of latest updates by up to 500% for solutions on Public cloud.

Quality Management: we have imbibed the quality control processes and audit trialsin our automated platform and tools. Each developed code/ artifact is checked in simulatedpreproduction environment and once approved is promoted to production automatically. Wehave regular external audits to validate the efficacy and efficiency of our systems. Wecontinue to invest in upgrades of various compliance standards of the industry.

Financial performance

The financial year has been a very good year from perspective of marquee client winsand ramp-up of top identified client accounts. We foresee this growth in top clientaccounts to continue in FY 2017-18.

These financial statements are prepared in accordance with the indian GenerallyAccepted Accounting Principles (GAAP) under the historical cost convention on the accrualbasis except for certain financial instruments which are measured at fair values. GAAPcomprises mandatory accounting standards as prescribed under Section 133 of the companiesAct 2013 (‘the Act') read with Rule 7 of the companies (Accounts) Rules 2014 theprovision of the Act (to the extent notified) and guidelines issued by the Securities andexchange Board of india (sebi). Accounting policies have been consistently applied exceptwhere a newly-issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

Global delivery model with localized team

Our Global Delivery Model is based on a scalable infrastructure that results inmultiple efficiencies for our clients. We have offices in chennai (india) california newJersey Dallas chicago (usa) & Sharjah (uae)

II FINANCIAL CONDITION SOURCES OF FUNDS

1. Share capital we have only one class of shares – equity shares of par value` 5 each. Our authorized share capital has increased to ` 30 crore from

` 20 crore divided into 6 crore equity shares of ` 5 each. The issued subscribed andpaid-up capital stood at ` 15.26 crore as at March 31 2017 compared to ` 10.89 crore asat March 31 2016.

During the year company issued 550000 shares by conversion of share warrants. Thecompany has allotted 7629401 shares of face value ` 5 each towards bonus shares duringthe year ended 31st March 2017 pursuant to a bonus issue approved by the shareholders inthe AGM conducted in September 2016. The bonus issues was in the ratio of 1:3 bonus shareof one equity share for every three equity share held. The company has split the facevalue of ` 10 each to ` 5 each.

Shareholding Pattern
Name of Share holder As at 31st March 2017 No. of Shares held % As at 31st March 2016 No. of Shares held %
Promoter and Promoter Group 19 351825 63.41% 6807128 62.48%
Public 11165780 36.59% 4086974 37.52%
Total 30517605 100% 10894102 100%

2. Reserves and Surplus

Capital reserve on a consolidated basis the balance as at March 31 2017 amountedto ` 70.85 crore (previous year ` 58.90 crores).

Foreign currency translation reserve on a consolidated basis the balance as atMarch 31 2017 amounted to ` 12.86 crore (previous year ` 16.21 crore).

Securities premium account on a consolidated basis the balance as at March 312017 amounted to ` 61.20 crore (previous year ` 43.64 crore). During the year Bonus sharesissued of ` 3.81 crore.

General reserve on a consolidated basis the balance as at March 31 2017 amountedto ` 1.96 crore which is the same as the previous year.

Surplus on a consolidated basis the balance as at March 31 2017 amounted to `176.86 crore (previous year ` 72.71 crore). net profit for the year ended 31st March 2017` 104.15 crore added to surplus.

APPLICATION OF FUNDS

3. Fixed assets

Additions to gross block – consolidated

During the year we capitalized ` 7.75 crore to our gross block comprising ` 5.28 crorein Furniture ` 1.37 crore in computers and the balance of ` 1.09 on office &equipments.

4. Deferred tax assets / liabilities

Particulars Consolidated (` In Crore)
2017 2016
Deferred Tax Liabilities - (0.40)
Deferred Tax Assets 0.02 -
Net Deferred Tax (Liabilities)/ 0.02 (0.40)
Assets

5. Trade receivables on a consolidated basis trade receivables amounted to `131.50 crore and ` 80.21 crore as of 31st march 2017 and 31st March 2016 respectively.

6. Cash and cash equivalents on a consolidated basis balance in current accountsstood at ` 89.09 crore as at 31st March 2017 as compared to ` 25.80 crore as at 31stMarch 2016. Deposits with financial institutions stood at` 0.96 crore as at 31st March2017 as compared to ` 2.5 crore as at 31st March 2016.

7. Loans and advances and other non-current assets

Particulars Consolidated (` In Crore)
2017 2016
Security Deposits (Secured unsecured) 2.03 0.63
Long-Term Trade receivable 2.76 2.76
others 3.58 3.58
Total 8.37 6.97

8. Liabilities

Long-term liabilities on a consolidated basis secured Term Loan from iFci amountedto

` 20 crore as at 31st March 2017. vehicle Loan from hDFc Bank amounted to ` 0.15 croreas at 31st March 2017 as compared to

` 0.22 crore as at 31st March 2016. (Term Loan outstanding` 25 crore from iFcicarries interest @ 10.75% p.a. The loan is repayable in 10 equal quarterly installmentsstarting fromnov'17. The loan is secured by pledge of 1200000 equity shares of thePromoters of the company.)

Current liabilities and trade payables

The details of current liabilities and trade payables are as follows:

Particulars Consolidated (` In Crore)
2017 2016
Trade Payable 6.72 5.56
current Maturities of Long Term 5.10 0.11
Borrowings
Salary Payable 7.77 5.13
Loan from Directors 1.04 3.71
Bank overdraft 7.30 2.39
other Payables 4.37 10.55
Total 32.30 27.45

9. Provisions

Short-term provisions

Particulars Consolidated (` In Crore)
2017 2016
Provision of income Tax 22.22 15.73
Advance Tax (0.95) (0.20)
Total 21.27 15.53

III RESULTS OF OUR OPERATIONS

1. Income

Particulars Consolidated (` In Crore) Growth %
2017 2016
Revenue from operation
- Project Revenue 534.38 271.93 97%

Top ten clients contributed 28.1% of Total Revenue (last year 29.6%).

Domain and Service view

Particulars Consolidated (` In Crore)
2017 2016
Service view
- cloud Transformation 247.70 101.89
- Managed Services 148.56 68.87
- Security Solutions 63.97 26.46
- consulting 74.15 74.71
Total 534.38 271.93
Domain view
- Life Science & healthcare 248.88 115.73
- Manufacturing & others 170.75 89.66
- Technology & Media 68.26 38.00
- Banking & insurance 46.49 28.54
Total 534.38 271.93

2. Expenditure

Gross profit on a consolidated basis the gross profit during the year was ` 263.41crore representing 49% of revenue compared to ` 144.60 crore representing 53% ofrevenue in the previous year.

Selling General and Admin expenses

Particulars Consolidated (` In Crore) % to Sales
2017 2016 2017 2016
Rent Rates & Taxes 6.17 4.20 1% 2%
Sales & Marketing expenses 20.84 16.10 4% 6%
Cloud hosting & communication 9.49 4.74 2% 2%
Research & Development expenses 9.48 6.71 2% 2%
Travelling & Logistics 8.93 6.32 2% 2%
Business promotion 7.10 4.64 1% 2%
Professional & consultancy fees 7.50 6.62 1% 2%
Mmigration expenses 3.49 4.45 1% 2%
Roc RTA expenses 0.30 0.14

0.06%

Auditors remuneration 0.77 0.73 0.14% 0.27%
Other General & Admin expenses 2.95 1.41 1% 1%
Managerial remuneration 0.19 - 0.04% -
Total 77.21 56.06 14% 21%

3. Operating profits

During the year on a consolidated an operating profit of ` 186.19 crore representing35% of revenue compared to ` 88.51 crore representing 33% of revenue in the previousyear.

4. Depreciation and amortization on a consolidated basis depreciation for the yearwas ` 19.69 crore compared to ` 20.23 crore in the previous year

5. Other income net

Particulars Consolidated (` In Crore)
2017 2016
Forex Gain - 0.13
income from short Term deposit 0.15 0.08
with banks
Total 0.15 0.21

7. Provision for tax

The applicable indian corporate statutory tax rate for both the years ended March 312017 and March 31 2016 is 33.063%.

8. Net profit after tax and exceptional item on a consolidated basis net profitincreased by 136% ` 125.60 crore for the year ended March 31 2017 from ` 53.24 crore inthe previous year. This represents 24% and 20% of total revenue for the year ended 31stMarch 2017 and 31st March 2016 respectively.

9. Earnings Per Share (EPS) after exceptional item

Particulars Consolidated
2017 2016
Net profit after Tax (` in crore) 104.41 39.58
Shares at the end of the year 30517605 10894102

 

Particulars Consolidated
2017 2016
weighted average number of equity shares 20051842 10795198
Basic & diluted based on Shares at the end of the year 34.13 36.34
Basic & diluted based on weighted average number of equity shares 51.94 36.67
Face value per equity share (`) 5 10

OUR STRENGTH

we believe our strengths give us the competitive advantage to position ourselves as theleading global solutions and services company.

Sector and domain expertise: our specific industry expertise in healthcare and lifescience and technology expertise in secure cloud environment enables us to transformclient's business with innovative secure reliable and scalable solutions. our expertisehelps our clients enhance their business performance and iT efficiencies increase agilityand flexibility reduce costs and achieve measurable business value.

Intellectual property: our products platforms and solutions are geared to fulfilland serve the needs of cloud and digital consumers as well as leverage the potential oflarger connected ecosystem. our cloudez platform is a result of database of learnings fromseveral man-years of cloud consulting and implementation experiences across assignmentsand organizations of various sizes. it has in-built solutions for significant number ofbusiness problems of the clients/ potential clients in highly regulated industryverticals. our timely acquisition of iPs like eziAM has strengthened our positioning inthe market.

Deep client relationships and cloud specialists brand: over last few years we havebeen privileged to work with Fortune 500 organizations and several other pharma companiesas clients. our track record in delivering high-quality cloud and business solutions topharma and healthcare clients has yielded in strong growth trajectory for our top 15client accounts. our strong branding in healthcare and life sciences verticals and ourclose association with technology partners has helped us bolster these relationships andfurther gain new client logos with each passing quarter. This history of client retentionallows us to showcase and strengthen our brand.

AGILE EXECUTION AND DEVOPS: our automated tools and accelerates allow us tocontinuously optimize and enhance already implemented client systems. our platform createsvisual dashboards on real-time basis for ease of decision making by the managers.

HIGH-QUALITY TALENT: we have a strong ecosystem for employee attraction competencydevelopment career progression and retention through a trusted partnership with ourstakeholders. we have a culture of performance and innovation in an open and collaborativeenvironment.

RISK AND RISK MITIGATION

1. Execution risk: while fixed price contracts offer an opportunity to addbetter margins in iP/ non-linear execution model they also expose us to execution risk inremote scenarios of any inability to adhere to delivery or quality SLA. Your company hasmade significant iInvestments in it's platform (iP).

2. Employee related risk: employee attrition and/ or constraints in theavailability of skilled human resources could pose a challenge for any services company.Your company has kept its human capital at the centre and has initiated multiple steps foroverall development of its employees. we encourage entrepreneurship culture withinorganization and offer new challenges and opportunities for our employees. we have madesignificant iInvestments in our recruitment and training procedures.

3. M&A execution risk: Your company has been acquisitive in past when comesto acquisition of capabilities at right price. we believe in reducing our time to tapopportunity offered in this age of iT transformation but at the same time we have put inplace stringent evaluation criteria diligence parameters and high standard of corporategovernance practices for any target opportunity to cross the line. we have seniormanagement team and independent board of advisors to monitor the progress of eachopportunity pre-and post-closure.

4. Exchange rate risk: Given that the company's revenues are largely denominatedin uS dollars and fluctuations in foreign currency exchange rates could have an impact oncompany's earnings.

5. Investment risk: The strength of your company is iP developed over years ofresearch and development. we expense the costs that is unlikely to yield significantresults in future in the year of accrual. we conduct regular impairment test of allintangible assets created either by way of internal Research and Development (R&D)and/ or assets acquired through acquisitions.

HUMAN RESOURCES

it was a year where we grew by 52% in our human capital. Your company has takeninitiatives to see that employees are encouraged to complete the professionalcertification in the area they specialise be it AwS Azure iAM Big-Data Analytics etc.About 60% of our cloud engineers are "AwS certified Associates orProfessionals". other key steps to ensure overall development of our human capital:

Technopreneur @ 8K Miles - At 8K Miles we believe ndependenti thinkers need to begiven the space time to brood ideate and create. That is why at 8K Miles ideas are seenas a true potential.

ComPass - All employees are assigned to the leaders of the organisation who act asMentors. This enables in building up future leaders of the organisation.

Smile - As responsible corporate citizens the employees of 8K Miles under thesocial group SMile undertake projects that bring smiles in people.

Fun @ Work - At 8K Miles we take the quote "All work and no play makes Jack adull boy" little seriously. we have fun filled evenings organized to lighten up themood of the employees.

OUR STRATEGY

our strategic objective is to remain relevant for our clients and to generateprofitable growth for our all stakeholders. we shall continue to invest in peopleprocesses tools and operations. our focus on innovation and shorter time to market hasdifferentiated us from competition and these would continue to be core pillars of growthand of profitability.

ALLIANCES AND PARTNERSHIPS

infrastructure: A wS Azure Google cloud Services BMi Smart cloud and vMwareSecurity: cA ForgeRock Sophos Trend Micro Gemalto iBM Security new Relic operations:Servicenow Splunk DataDog cloud checker

Acquisitions thus far

1. Fugen: expertise in identity access management and security. The solution iswell-integrated with cloudez platform of 8k miles

2. Nexage: strong capabilities in governance risk and compliance

3. Serj: strong use cases in healthcare vertical. This demonstrated our commitment andbelief in healthcare vertical

4. Mindprint: this acquisition marked our entry in cro. Our existing platform hadseveral use cases for the industry vertical but penetration in this vertical would havetaken us long to increase our penetration

5. Cintel: added mobility capabilities to our platform and portfolio of services

6. Cornerstone: enhanced our capabilities in ehr and hie

In ternal control systems and their adequacy

The company ensures that all transactions are authorized recorded and reported. Alsothe company has adequate internal control systems to ensure that the assets aresafeguarded and protected against any loss. The scope and authority of internal auditorsare clearly defined. The audit committee on periodical basis reviews the findings andrecommendation of the internal auditors and the board takes necessary corrective actions.

Appointment of directors

Mr.lakshmanan kannappan who retires by rotation being eligible offers himselfre-appointment.

Ms. Sujatha chandrasekaran was appointed as an additional director non-executivecategory at the meeting of board of directors held on February 8

2017 pursuant to section 152 & 161 of the companies Act 2013 who holds office upto the date of ensuing AGM and is proposed to be appointed as a Director in the ensuingAGM to be held on 30th September 2017.

Auditors

The audit committee and the board of directors of the company have recommended theappointment of m/s deloitte haskins & sells llp as the statutory auditors of thecompany in the place of existing auditors m/s.ghg associates chartered accountants asthey have expressed their unwillingness to the ratification of their appointment in theensuing agm subject to the approval of the shareholders to hold office from theconclusion of this annual general meeting till the conclusion of 37th annual generalmeeting to be held in the year 2022. M/s deloitte haskins & sells llp have consentedto the said appointment and confirmed that their appointment if made would be within thelimits mentioned under the provisions of section 141 of the companies act 2013 and thecompanies (audit and auditors) rules 2014.

Particulars of employees

Nformation as required under the section 197 of the companies act 2013 read withrule 5 of the companies (appointment and remuneration of managerial personnel) rules2014 are set out in annexure to the directors' report.

Related party transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business and are in complianceof the provisions of the companies act 2013 and the listing regulations. There are nomaterial related party transactions made by the company with promoters key managerialpersonnel or other designated persons which may have potential conflict with the interestof the company at large.

The audit committee on a quarterly basis approves all related party transactions. Thedetails of the transactions with related parties are provided in the financial statements.Policy on related party transactions are available in the website.

Corporate social responsibility initiatives

The provisions of section 135 of the companies act 2013 are not applicable to thecompany. However csr activities have already embodied in the value system of the company.

Code of business conduct and ethics

The board of directors has approved a code of conduct and ethics in terms of scheduleiv of companies act 2013 and listing agreement. All the board members and the seniormanagement personnel have confirmed compliance with the code for the year ended march 312017. The annual report contains a declaration to this effect signed by the managingdirector.

Vigil mechanism / whistle blower policy

In accordance with section 177(9) and (10) of the companies act 2013 and regulation 22of sebi (lodr) regulations 2015 the company has established a vigil mechanism and has awhistle blower policy. The policy provides a mechanism for all employees to report to themanagement grievances about the unethical behaviour or any suspected fraud. The policy isavailable at the website of the company.

Prevention of insider trading

The company has complied with the provisions of sebi (prevention of nsidertrading) regulations. The company has adopted a code of conduct for prevention of insidertrading with a view to regulate trading in securities by the directors and designatedemployees of the company. The code requires pre-clearance for dealing in the company'sshares and prohibits the purchase or sale of company shares by the directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the company and during the period when the trading window is closed. The boardis responsible for implementation of the code. The code of conduct for prevention ofinsider trading is available in the website of the company.

Evaluation of board's performance

The board has carried out an evaluation of its own performance and that of itsdirectors individually. The manner in which the evaluation has been carried out isexplained in the corporate governance report.

Secretarial audit

Pursuant to provisions of section 204 of the companies act 2013 and the companies(appointment and remuneration of managerial personnel) rules 2014 the company hasappointed mr.gouri shanker mishra company secretary in practice to undertake thesecretarial audit of the company for the year ended march 31 2017. The secretarial auditreport forms part of the annual report.

Explanation to observation in the secretarial audit report

Occasionally inadvertently we missed to follow certain minor secretarial standards forboard and committee meetings and your board assures that the same will be taken care of inthe forthcoming years.

Extract of annual return

The details forming part of the extract of the annual return in form mgt-9 is appendedto this report.

Corporate governance and management discussion & analysis reports

Pursuant to regulation 34 (3) and schedule v of sebi (lodr) regulations 2015 thecorporate governance and management discussion & analysis report which form anintegral part of this report are set out as separate annexures together with thecertificate from the auditors of the company regarding compliance with the requirements ofcorporate governance as stipulated in schedule v (e) of sebi (lodr) regulations 2015.

Directors' responsibility statement

In terms of section 134 (5) of the companies act 2013 the directors would like tostate that:

I) in the preparation of the annual accounts the applicable accounting standards havebeen followed.

Ii) the directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the company at the end of the financial year andof the profit or loss of the company for the year under review. Iii) the directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities.

Iv) the directors have prepared the annual accounts on a going concern basis.

V) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Vi) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

Acknowledgment and appreciation

The directors take this opportunity to thank the shareholders financial nstitutionsbanks customers suppliers and regulatory & governmental authorities for theircontinued support to the company. Further the directors appreciate and value thecontributions made by employees at all levels.

For and On behalf of the Board 8K Miles Software Services Limited

Sd/-Venkatachari Suresh Managing Director

Place: Chennai Date: August 28 2017

Annexure to Directors' Report

FoRM Aoc-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures Part-A

(in indian rupees)

NAME OF THE SUBSIDIARY Reporting Period Reporting Currency Exchange Rate Closing Share Average Reserves & capital Total assets surplus Total Investments Liabilities Turnover Profit before Provision taxation Profit after for taxation % of share taxation holding
63.66
I NC. USA =64.72 =65.41
2 8K MILES SOFTWARE SERVICES 31-Mar-17 AeD 1 AeD 1 AeD 2643000 476669402 496501946 17189543 - 658951032 249820300 - 249820300 100
FZE - UAE =17.62 =17.81
3 8K MILES HEALTH CLOUD INC. 31-Mar-17 uS Dollar 1 uSD 1 uSD 64720 378925763 486719382 107728899 - 763150571 313728142 81201805 232526336 100
USA =64.72 =65.41
4 MENTOR MINDS SOLUTIONS AND 31-Mar-17 uS Dollar 1 uSD 1 uSD 64720 387100157 412749276 25584398 - 365723205 78499718 19662704 58837015 100
SERVICES INC. USA =64.72 =65.41
5 MENTOR MINDS SOLUTIONS AND 31-Mar-17 inR nA nA 7658700 1622505 10377634 10377634 - - -10633 - -10633 100
SERVICES PRIVATE LTD. INDIA

Disclosure relating to remuneration under Section 197 (12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

The ratio of the remuneration of each Director to the median remuneration of theemployees of the company

Name of Director / KMP DESIGNATION Remuneration of KMP for the FY 2016-17 % of increase/ Decrease in remuneration in the FY 2016-17 Ratio of remuneration of each Director to median remuneration of employees
Mr.R.S.Ramani WHOLE-TIME DIRECTOR AND CFO 1903226 nA 3.46
Ms.Jayashree Jagannathan COMPANY SECRETARY 300000 nA 0.55

The median remuneration of employees of the Company during the financial year was `549996

There were 105 permanent employees on the rolls of Company as on 31st March 2017 asagainst the count of 129 employees including those in subsidiaries & third partyresources.

There was no increase in managerial remuneration during the year.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

Statement of Top 10 employees pursuant to section 197(12) of the Companies Act 2013are not applicable since none of the employees are in receipt of remuneration in excess ofthe limits specified herein (` 500000 per month or ` 6000000 per annum) during theperiod under review.