Polaris Consulting & Services Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2017

a. The unaudited standalone and consolidated financial results for the quarter and nine months ended December 31, 2017 in respect of Polaris Consulting & Services Limited (‘the Company’) have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on February 7, 2018. The above results have been subjected to limited review by statutory auditors of the Company. The reports of the statutory auditors are unqualified.

b. These financial results have been prepared in accordance with Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular dated July 5, 2016.

c. The consolidated financial results include the financial results of the parent company Polaris Consulting & Services Limited, and the financial results of the following subsidiaries:

• Optimus Global Services Limited

• Polaris Consulting & Services Pte Ltd

• Polaris Consulting and Services Japan K K

• Polaris Software Consulting & Services SDN.BHD.

• Polaris Software (Shanghai) Company Limited

• Polaris Consulting & Services Pty Ltd

• Polaris Consulting & Services Limited, UK

• Polaris Consulting & Services Inc.

• Polaris Consulting & Services GmbH

• Polaris Consulting & Services Ireland Ltd

• Polaris Consulting & Services B.V.

• Polaris Consulting & Services Kft.

• Polaris Consulting & Services SA

• Polaris Consulting and Services FZ-LLC

• Virtusa Malaysia SDN.BHD.

In addition to the above, the consolidated financial results also include the financial results in respect of Associate Stock Option Plan (ASOP) Trust and Orbitech Employee Welfare Trust (OEWT). The Company has also accounted for its share of interest in the joint venture Intellect Polaris Design LLC, USA under the equity method. Polaris Consulting & Services Limited, its subsidiaries and a joint venture are collectively referred to as ‘the Group’.

d. The Company has allotted 2,70,040 shares under its stock option plans during the quarter ended December 31, 2017 and 3,80,040 shares during the nine months ended December 31, 2017.

e. The Board of Directors of Polaris Consulting & Services Pte. Ltd. ('Polaris Singapore'), a wholly owned subsidiary of the Company; in their meeting held on March 10, 2017, approved the acquisition of Virtusa Malaysia SDN.BHD., ('Virtusa Malaysia'), a step down subsidiary of Virtusa Corporation, U.S. Pursuant to the requirements of Ind AS 103 – Business Combinations, the Company has accounted this business combination involving entities under common control using the pooling of interests method in the consolidated financial results. Accordingly, the financial information presented for prior period / year have been restated as if the combination had occurred from beginning of April 1, 2016.

f. Virtusa Consulting Services Private Limited (‘Virtusa’), the parent entity, through letter dated October 26, 2017 made a proposal to the Board of Directors of the Company (‘the Board’) to voluntarily delist the equity shares of the Company in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 by purchasing the shares held by the Company’s public shareholders (‘Delisting proposal’). This delisting proposal was approved by the Board on November 14, 2017 and subsequently by the shareholders of the Company on December 27, 2017. Virtusa has made a public announcement and letter of offer to the public shareholders on January 24, 2018 subsequent to obtaining in-principle approval from the stock exchanges. The bidding for the tendering of shares closed on February 5, 2018 and the last date of announcement of exit price as laid out in the letter of offer is February 12, 2018.

g. Segment Reporting in Consolidated and Standalone financial results: Based on the "management approach" as defined in Ind AS 108-Operating Segments, the Chief Operating Decision Maker evaluates the Group's performance as a single business segment namely Software and Consultancy Services.

h. Prior period / year figures have been reclassified wherever required to conform to the classification of the current period / year.