You should read the following discussion together with the consolidated
financial statements and related notes included in our Annual Report on Form
10-K for our fiscal year ended March 31, 2020 and referred to herein as the
"Annual Report," and the consolidated financial statements and related notes for
the quarter ended June 30, 2020 included in Part I, Item I of this Quarterly
Report on Form 10-Q. The statements in this discussion regarding expectations of
our future performance, liquidity and capital resources and other non-historical
statements are forward-looking statements. These forward-looking statements are
subject to numerous risks and uncertainties, including, but not limited to, the
risks and uncertainties described below in "Special Note Regarding
Forward-Looking Statements" and in [Part II, Item 1A "Risk Factors."] Our actual
results may differ materially from those contained in or implied by any
forward-looking statements.



All US dollar currency amounts in this MD&A are in thousands unless indicated
otherwise. All Euros in this MD&A are in thousands unless indicated otherwise.
Except where the context requires otherwise, references in this MD&A to
"Majesco," "Group," "we" or "us" are to Majesco and its subsidiaries on a
worldwide consolidated basis.



COVID-19 Pandemic



On January 30, 2020, the World Health Organization ("WHO") announced a global
health emergency because of a new strain of coronavirus, COVID-19 originating in
Wuhan, China (and the risks to the international community as the virus spread
globally beyond its point of origin. In March 2020, the WHO classified the
COVID-19 outbreak as a pandemic, based on the rapid increase in exposure
globally.



The full impact of the COVID-19 outbreak continues to evolve as of the date of
this Quarterly Report on Form 10-Q. As such, it is uncertain as to the full
magnitude that the pandemic will have on the Majesco's financial condition,
liquidity, and future results of operations. Management is actively monitoring
the global situation and its impact on Majesco's financial condition, liquidity,
operations, suppliers, industry, and workforce. Given the daily evolution of the
COVID-19 outbreak and the global responses to curb its spread, Majesco is not
able to estimate the effects that the COVID-19 outbreak will have on its results
of operations, financial condition, or liquidity for fiscal year 2021.

As of the date of this Quarterly Report on Form 10-Q the Company has not experienced any delays in securing new customers and related revenues, cancelations of existing contracts, or delays in payments from existing customers, however, the longer this pandemic continues there may be additional impacts.


Although Majesco cannot estimate the length or gravity of the impact of the
COVID-19 outbreak at this time, if the pandemic continues, it may have a
material adverse effect on Majesco's results of future operations, financial
position, liquidity, and capital resources, and those of the third parties on
which Majesco relies in fiscal year 2021.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS





This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
fact could be deemed forward-looking statements. Statements that include words
such as "may," "will," "might," "projects," "expects," "plans," "believes,"
"anticipates," "targets," "intends," "hopes," "aims," "can," "should," "could,"
"would," "goal," "potential," "approximately," "estimate," "pro forma,"
"continue" or "pursue" or the negative of these words or other words or
expressions of similar meaning may identify forward-looking statements. For
example, forward-looking statements include any statements of the plans,
strategies and objectives of management for future operations, including the
execution of integration and restructuring plans and the anticipated timing of
filings; any statements with respect to the merger (the "Merger") of the Company
with and into Magic Intermediate, LLC; any statements concerning proposed new
products, services or developments; any statements regarding future economic
conditions or performance; statements of belief and any statement of assumptions
underlying any of the foregoing.



These forward-looking statements are found at various places throughout this
Quarterly Report on Form 10-Q and the other documents referred to and relate to
a variety of matters, including, but not limited to, other statements that are
not purely statements of historical fact. 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 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. Furthermore, if such forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the significant
uncertainties in these forward-looking statements, 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.



These forward-looking statements should, therefore, be considered in light of
various important factors, including those set forth in "Item 1A. Risk Factors"
in our Annual Report [and elsewhere in this Quarterly Report on Form 10-Q.]
Important factors that could cause actual results to differ materially from
those described in forward-looking statements contained herein include, but

are
not limited to:

? our ability to achieve increased market penetration for our product and


           service offerings and obtain new customers;




       ?   our ability to raise future capital as needed to fund our growth and
           innovation plans;




       ?   growth prospects of the property & casualty and life & annuity
           insurance industry;




                                       28





       ?   the strength and potential of our technology platform and our ability
           to innovate and anticipate future customer needs;

       ?   our ability to protect our intellectual property rights;

? our ability to compete successfully against other providers and products;






       ?   our dependence on certain key customers and the risk of loss of these
           customers;




       ?   security breaches affecting our systems, software, applications, and
           products;

? the unauthorized access, acquisition, disclosure, theft or compromise


           of proprietary or personal customer or consumer data and information;




  ? the risk of telecommunication or technological disruptions;




       ?   our exposure to additional scrutiny and increased expenses as a result
           of being a public company;




       ?   our ability to identify and complete acquisitions, manage growth and
           successfully integrate acquisitions;




  ? our financial condition, financing requirements and cash flow;




       ?   market expectations regarding our potential growth and ability to
           implement our short and long-term strategies;
       ?   uncertainties relating to the impact of COVID-19 on our business,
           operations and employees;




  ? the risk of loss of strategic relationships;




  ? the success of our research and development investments;




       ?   changes in economic conditions, political conditions and trade
           protection measures and licensing requirements in the United

States and


           in the foreign jurisdictions in which we operate;




       ?   changes in laws or regulations affecting the insurance industry in
           particular;

? changes in tax laws, including to the international transfer pricing regime;






  ? restrictions and changes in laws on immigration;




  ? our inability to achieve sustained profitability;




       ?   our ability to obtain, use or successfully integrate third-party
           licensed technology;




       ?   our ability and cost of retaining and recruiting key personnel or the
           risk of loss of such key personnel;

? any adverse outcome of legal proceedings that may be commenced against us;






  ? the risk that our customers internally develop new competitive products;




       ?   the impact of new accounting standards and changes we may need to make
           in anticipation or as a result of these standards; and

? the incurrence of unexpected costs, liabilities or delays relating to


           the Merger; the failure to satisfy the conditions to the Merger,
           including regulatory approvals; and the failure to obtain

approval of


           the Merger by the shareholders of Majesco Limited.




You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Quarterly Report on Form
10-Q. We disclaim 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 Quarterly Report on Form 10-Q or to
reflect the occurrence of unanticipated events, except as required by law.




                                       29





Overview



Majesco is a global leader of cloud insurance software solutions for insurance
business transformation. We provide technology, expertise, and leadership that
helps insurers modernize, innovate and connect to build the future of their
business and the insurance industry at speed and scale. We do this by providing
technology that connects people and businesses to insurance in ways that are
innovative, hyper-relevant, compelling and personal. In addition to the United
States, we operate in Canada, Mexico, the United Kingdom, Malaysia, Singapore,
Ireland and India. With our CloudInsurer® solutions, we offer cloud-based core
insurance platforms, along with distribution management and data and analytics
solutions. With our Digital1st™ solutions we offer a cloud-native, digital
engagement and microservices platform-as-a-service for the entire insurance
business and an ecosystem of partners with apps that provide innovative data
sources and capabilities. These solutions enable Property & Casualty/General
Insurance ("P&C"), and Life, Annuities, Pensions and Group/ Voluntary Benefits
("L&A and Group") providers to modernize and optimize their businesses across
the end-to-end insurance value chain, better comply with policies and
regulations, innovate with new business models, enter new markets and launch new
products and services for incumbents, greenfields and startups. Using this
portfolio of solutions including our core P&C, L&A and Group and LifePlus
insurance platforms, data and analytics, distribution management and
Digital1stInsurance, our customers can respond to evolving market needs, growth
and innovation opportunities and regulatory changes, which enables agility,
innovation and speed while improving the effectiveness and efficiency of their
business operations.




Long-term, strong customer relationships are a key component of our success
given the long-term nature of our contracts, opportunity for deeper
relationships with our portfolio of solutions, and the importance of customer
references for new sales. Our customers range from some of the largest global
tier one insurance carriers in the industry to mid-market insurers, MGAs,
startups and greenfields, including specialty, mutual and regional carriers. As
of June 30, 2020, we served approximately 200 insurance companies on a worldwide
basis.



We generate revenue from our global IP led business as well as from engagements
in the insurance services space. The IP business is primarily driven through
either an on-premise deployment or deployment of the platform on the cloud.
While the on-premise model generates revenues from the licensing of our
proprietary software (perpetual or annual license fees), and support and
maintenance fees pursuant to contracts with customers, we have been witnessing a
significant shift in the business model with customers preferring the cloud
model which offers a speed to value benefit together with low upfront
investments. The revenues from the cloud model are primarily from monthly
subscriptions once the platform is deployed for use. Additionally, we also
generate revenues from professional fees for services that the customer may
engage Majesco for under both modes of deployment. License fees, support and
maintenance and cloud subscription fees are usually managed through multi-year
agreements, typically over a period of five to seven years. Insurance services
revenues is primarily driven by professional services offered in the areas of
transformation consulting, data, digital, testing and application development
and management.



Recent Developments



Acquisition of Majesco

Agreement and Plan of Merger


On July 20, 2020, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with two entities affiliated with Thoma Bravo, L.P.,
Magic Intermediate, LLC ("Parent") and Magic Merger Sub, Inc. ("Merger Sub"), a
wholly-owned subsidiary of Parent, which was subsequently amended and restated
on August 8, 2020 (as so amended and restated, the "Merger Agreement"). The
Merger Agreement provides that, upon the terms and subject to the conditions set
forth therein, Merger Sub will merge with and into the Company (the "Merger"),
with the Company surviving as the surviving corporation and a wholly owned
subsidiary of Parent. In the Merger, each share of common stock, par value
$0.002 per share, of the Company that is issued and outstanding immediately
prior to the effective time of the Merger, other than Excluded Shares (as
defined in the Merger Agreement), will be converted into the right to receive
$16.00 per share, subject to any required withholding of taxes.



The consummation of the Merger is subject to certain conditions as described in
the Merger Agreement, including, but not limited to, obtaining the approval of
the members of Majesco Limited to the divestment of Majesco Limited's shares of
the Company's common stock for the consideration provided in the Merger
Agreement (the "Divestment") and delivery of a written consent to the Merger by
Majesco Limited, obtaining a No Objection Certificate (as defined in the Merger
Agreement) from the Indian tax authorities, obtaining the consent of the Reserve
Bank of India, terminating certain intercompany contracts between the Company
and Majesco Limited, the accuracy of the representations and warranties (subject
to customary materiality qualifiers) and the absence of any Material Adverse
Effect (as defined in the Merger Agreement) with respect of the Company and its
subsidiaries. As a result of the Merger, the Company's common stock will cease
to be publicly traded and will be delisted from The Nasdaq Global Market. On
August 12, 2020 the U.S. Federal Trade Commission granted early termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the "HSR Act") with respect to the Merger and Parent's pending acquisition
of Majesco. With early termination granted under the HSR Act, the transaction
has received all applicable antitrust approvals.



                                       30





Support Agreement



In connection with the Merger Agreement, on July 20, 2020, the Company entered
into a support agreement with Majesco Limited, Parent and Merger Sub, which was
subsequently amended on August 8, 2020 (as so amended, the "Support Agreement"),
pursuant to which, among other things, Majesco Limited agreed to (i) issue
notice through postal ballot to its members for their approval of the Divestment
(such approval, the "Limited Shareholder Approval") no later than August 12,
2020; (ii) notify the parties to the Support Agreement of the result of the
votes of its members pursuant to the postal ballot no later than September 13,
2020, (iii) deliver its written consent to the Merger within one business day
following the publication through the stock exchange in India of the Limited
Shareholder Approval; and (iv) subject to receipt of the Limited Shareholder
Approval, at any meeting of the shareholders of the Company, to cause its shares
to be consented in favor of the Merger Agreement and the transactions
contemplated thereby, and against certain transactions including any other
Acquisition Proposal (as defined in the Merger Agreement).



Promoter Support Agreement



In connection with the Merger Agreement, on July 20, 2020, the Company entered
into a promoter support agreement with Majesco Limited, Parent and certain
promoters of Majesco Limited and their families named in the Promoter Support
Agreement (the "Promoter Group"), which was subsequently amended and restated on
August 8, 2020 (as so amended and restated, the "Promoter Support Agreement").
pursuant to which, among other things, the Promoter Group will issue their
assent to the Divestment.



The Promoter Group also agreed that if (i) the board of directors of Majesco
Limited fails to issue the postal ballot notice seeking the approval of the
shareholders to the Divestment pursuant to the Merger or fails to convene a
general meeting of its shareholders seeking their approval to the Divestment
pursuant to the Merger or (ii) for any reason whatsoever the general meeting so
convened does not take place, then the Promoter Group will requisition the board
of directors of Majesco to convene an extraordinary general meeting or issue a
postal ballot notice for the approval by the shareholders of Majesco Limited to
the Divestment pursuant to the Merger. If the board of directors of Majesco
Limited fails to act on receipt of such requisition, then the Promoter Group
will be obligated to call and hold the extraordinary general meeting within
three months and issue its unconditional and irrevocable assent to the
Divestment pursuant to the Merger at such meeting.



The Promoter Group further agreed that, in the event that the Merger Agreement
is terminated in accordance with its terms under circumstances where a Company
Termination Fee (as defined in the Merger Agreement) is payable to Parent, then
the Promoter Support Agreement will only terminate (A) if Parent or its
designee, as applicable, actually receives the Company Termination Fee and (B)
only on the date that is seven months following such termination of the Merger
Agreement, provided that the terms and conditions of the Promoter Support
Agreement will apply only to 50% of the shares or voting rights held by the
Promoter Group in Majesco Limited, on a pro rata basis during such seven month
period.



Limited Guaranty




On July 20, 2020, Thoma Bravo Discover Fund II, L.P., Thoma Bravo Discover Fund
II-A, L.P. and Thoma Bravo Discover Executive Fund II, L.P. (each, a "Guarantor"
and, collectively, the "Guarantors") entered into a Limited Guaranty with the
Company, which was subsequently amended on August 8, 2020 (as so amended, the
"Guaranty"), pursuant to which, among other things, each such Guarantor has
unconditionally agreed to guarantee, on a several and not joint basis, subject
to the terms and conditions set forth in the Guaranty, its pro rata portion of
the obligations of Parent to pay the Parent Termination Fee (as defined in the
Merger Agreement) and the expense reimbursement obligations of Parent set forth
in the Merger Agreement (in any event other than payment of the Merger
consideration), up to a maximum amount equal to each such Guarantor's respective
pro rata portion of the Parent Termination Fee. The maximum aggregate guaranteed
amount is $52,011,693.24 in the aggregate and the maximum aggregate liability of
each guarantor shall in no event exceed such Guarantor's pro rata portion of
such amount.



Letter Agreement




On July 20, 2020, the Company entered into a letter agreement with Majesco
Limited, which was subsequently amended on August 8, 2020, pursuant to which
Majesco Limited agreed to reimburse, indemnify and hold the Company harmless
from and against any and all costs or disbursements incurred by the Company in
the event that the Merger Agreement is terminated by the Parent and Merger Sub
upon the occurrence of certain events.



                                       31

Three Months Ended June 30, 2020 Highlights

A few of our highlights of our three months ended June 30, 2020 were:

? Revenues of $41,247 with a gross profit of 47.0% of revenue;


  ? $3,818 (9.3% of revenue) in research and development ("R&D") expenses;

? $11,627 (28.2 % of revenue) in selling, general and administrative expenses;






  ? Net income of $1,287; and




  ? Adjusted EBITDA of $5,998, representing 14.5% of revenue.

Use of Non-GAAP Financial Measures





In evaluating our business, we consider and use EBITDA as a supplemental measure
of operating performance. We define EBITDA as earnings before interest, taxes,
depreciation and amortization. We present EBITDA because we believe it is
frequently used by securities analysts, investors and other interested parties
as a measure of financial performance. We define Adjusted EBITDA as EBITDA
before stock-based compensation and mergers and acquisitions expenses.



The terms EBITDA and Adjusted EBITDA are not defined under U.S. generally
accepted accounting principles ("U.S. GAAP") and are not a measure of operating
income, operating performance or liquidity presented in accordance with U.S.
GAAP. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and
when assessing our operating performance, investors should not consider EBITDA
or Adjusted EBITDA in isolation, or as a substitute for net income (loss) or
other consolidated income statement data prepared in accordance with U.S. GAAP.
Among other things, EBITDA and Adjusted EBITDA do not reflect our actual cash
expenditures. Other companies may calculate similar measures differently than
us, limiting their usefulness as comparative tools. We compensate for these
limitations by relying on U.S. GAAP results and using EBITDA and Adjusted EBITDA
only supplementary.

For an unaudited reconciliation of U.S. GAAP net income to EBITDA and Adjusted EBITDA for the three months ended June 30, 2020 and June 30, 2019, see "- Results of Operations - Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019 - Adjusted EBITDA".





Exaxe Acquisition



On November 27, 2018 (the "Effective Date"), we entered into a share purchase
agreement (the "Exaxe Agreement") for the acquisition of all the issued share
capital (collectively, the "Securities") of Exaxe Holdings Limited, a private
limited company incorporated in Ireland ("Exaxe"). Exaxe is an EMEA (Europe, the
Middle East and Africa) based cloud software leader in the life, pensions and
wealth management segment.  Headquartered in Dublin, Ireland, Exaxe serves a
growing list of top European insurers. This acquisition will strengthen and
expand our software offerings in EMEA for the individual life, pensions and
wealth management market while complementing the Group's software and Group
focused customer base in the UK. On the Effective Date, we consummated the
purchase of 90% of the Securities. As agreed to, we purchased the remaining 10%
of the Securities on August 1, 2019.



                                       32






In consideration for the purchase of the Securities, on the Effective Date, we
paid the sellers € 6,392 (or approximately $7,252 at exchange rates in effect on
November 27, 2018) and € 717 (or approximately $812 at exchange rates in effect
on August 1, 2019)  for the remainder of the Securities on August 1, 2019.



We also agreed to make certain earn-out payments to the sellers if certain
adjusted EBITDA (as defined in the Exaxe Agreement) targets for Exaxe are met.
If adjusted EBITDA for Exaxe for the period of January 1, 2019 through December
31, 2019 is at least equal to 75% of the adjusted EBITDA target for such year,
we have agreed to pay € 625 (or approximately $703 at exchange rates in effect
on June 30, 2020) to the sellers and an additional € 25 (or approximately $28 at
exchange rates in effect on June 30, 2020) for each full 1% increase above 75%,
up to a maximum of 100% (with a maximum earn-out payment amount not to exceed €
1,250 (or approximately $1,406 at exchange rates in effect on June 30, 2020)).
During the quarter ended June 30, 2020, we and the former founders of Exaxe
determined that the year 1 earn-out targets under the Exaxe share purchase
agreement were not met and that no earn-out was payable to them towards the year
1 earn-outs. Accordingly, the accrued deferred payment for year 1 has been
reversed in the Consolidated Statements of Income during the period ended June
30, 2020 and disclosed as a separate line item below the income from operations
for the quarter.




During the fourth quarter of the fiscal year ended March 31, 2020, we again
reviewed the business projections of Exaxe based on the impact of COVID-19.
During this exercise we determined that one of the major customers of Exaxe in
the business of selling door to door insurance was impacted significantly by the
pandemic, which would have a negative impact on Exaxe' s engagement with this
customer going forward. Based on the circumstances we determined that Exaxe
would not be able to meet the full earn out targets for the remaining two years.
We carried out a fair valuation of the contingent consideration liability and
reversed a further EUR 1,339 (approximately $1,473 at exchange rates in effect
at November 27, 2018).



The total gain attributable to changes in the estimated contingent consideration
payable for the acquisition of Exaxe was $2,832 for the year ended March 31,
2020. The fair value of the liability has been determined as per exchange rates
in effect as June 30, 2020, and expense of $56 has been considered in the
operating expense of the quarter ended June 30, 2020.



The entire earn-out amount of € 4,500 (or approximately $5,061 at exchange rates
in effect on June 30, 2020) (less any portion already paid or written off for
not meeting requirements for a particular period) will become due and payable
upon a sale of beneficial interests in a majority of the outstanding shares of
Exaxe or its subsidiary or a sale or other disposal in whole or substantial part
of the undertaking or assets of Exaxe or its subsidiary before the end of the
earn-out period.

We will also be restricted from making certain changes to the business of Exaxe, or diverting or redirecting Exaxe's orders, revenue, customers, clients, suppliers or employees during the earn-out period.


In connection with the transaction, on the Effective Date, Majesco Software
Solutions Ireland, a subsidiary of Exaxe, entered into employment agreements
with each of Norman Carroll (the Chief Executive Officer of Exaxe) and Philip
Naughton (the Executive Director - Business Development of Exaxe) pursuant to
which Norman Carroll and Philip Naughton will act as SVP Ireland/UK Operations
and Executive Director Business Development of Majesco Software Solutions
Ireland, respectively. We agreed to grant Norman Carroll and Philip Naughton
stock options awards with respect to such number of shares of our common stock
having an aggregate value of € 1,000 (or approximately $1,134 at exchange rates
in effect on November 27, 2018) pursuant to the 2015 Plan.



In addition, in connection with the transaction, we entered into a revised lease
agreement with certain sellers (including Norman Carroll and Philip Naughton)
for certain real property facilities leased by Majesco Software Solutions
Ireland.



InsPro Acquisition



On January 30, 2020, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") for the acquisition of InsPro Technologies Corporation
(OTCBB: ITCC) ("InsPro") which is based in Eddystone, PA. InsPro is a software
leader in the life and annuity insurance market and has experience in the
accident & health, long term care, Medicare supplement market segments. The
InsPro Enterprise platform is an insurance administration and marketing system
that supports group and individual business lines, and efficiently processes
agent, direct market, worksite and web site generated business. InsPro processes
over 15 million policies for some of the leading blue-chip insurance carriers
and third-party administrators in the United States, including several customers
who process more than a million policies each. The expertise, talent and
experience that the InsPro team brings is critical to meeting the demands of
today's digital customer and reinforces our commitment to creating a future of
insurance that is agile, nimble and fast. InsPro also strengthens and supports
our strategy to continue leading the industry with innovative, cloud-based
solutions that help carriers take advantage of current market opportunities.



The transaction was structured as a cash for stock merger and on April 1, 2020
pursuant to the Merger Agreement, InsPro merged with and into our wholly owned
subsidiary (the "Merger"). We paid approximately $11,457 (the "Merger
Consideration") as consideration for the Merger.



                                       33





We always look at additional acquisitions to complement our service offerings
and growth strategy. Our success, in the near term, will depend, in large part,
on our ability to: (a) successfully integrate our acquisitions into our
business, (b) build up momentum for new sales, (c) cross-sell to existing
customers and (d) exceed customer satisfaction through our state of the art

products and solutions.



Inflation



Although we cannot accurately determine the amounts attributable thereto, our
net revenues and results of operations have been affected by inflation
experienced in the U.S., Indian and other economies in which we operate through
increased costs of employee compensation and other operational expenses during
the three months ended June 30, 2020 and June 30, 2019. To the extent permitted
by the marketplace for our products and services, we attempt to recover
increases in costs by periodically increasing prices. However, there can be no
assurance that we will be able to fully offset such higher costs through price
increases. Our inability or failure to do so could harm our business, financial
condition and results of operations.



Currency Fluctuations




We are affected by fluctuations in currency exchange rates with respect to our
contracts. We hedge a substantial portion of our foreign currency exposure. For
more information, see "- Quantitative and Qualitative Disclosures About Market
Risk."



Critical Accounting Policies




Our financial statements and accompanying notes are prepared in accordance with
U.S. GAAP. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. Critical accounting policies
for us include revenue recognition, intangible assets and goodwill.



Revenue Recognition



We have historically sold codebase solutions which required significant
customization before the solution was ready for use by the customer and required
us to provide continued services and support to ensure that the solution served
the purposes of the customer. Over the years we have made significant
investments in R&D and successfully transformed the codebase solution into a
single package out of the box product, rich in functionality and content with
easy and seamless upgrade capabilities. With this, on all our new sales and
deployments, our obligation is now limited to the deployment of the contracted
product on the environment for which it was sold (cloud-based or on-premise).
The product is ready to use and the customer may choose to use the product as
is, choose to retain our consultants to install, assist in implementation and
customize the environment, contract with a third party to carry out this work or
do it themselves with the toolkit that comes with the product. Revenues for
license fees for sales of our out-of-the-box product offerings is recorded at
the time of delivery as there is no significant ongoing service obligation after
the point of sale. When our customers contract us for consulting and maintenance
services, we account for the revenues from those standalone elements over the
life of the contract.



In addition, we have made further investments to create a robust and
market-leading cloud platform that is well positioned to take advantage of
significant opportunities in the insurance marketplace. We invoice customers a
subscription-based fee for our cloud platform. Revenue from subscription fees is
recognized ratably over the life of the contract.



Time and Material Contracts - Professional services revenue consists primarily
of revenue received for assisting with the implementation of our software,
on-site support, and other professional consulting services. In determining how
professional services revenue should be accounted, we review the nature of our
software products; whether they are ready for use by the customer upon receipt;
the nature of our implementation services and whether milestones or acceptance
criteria exist that affect the realization of the services rendered. For all of
our professional services arrangements that are billed on a time and materials
basis revenue is recognized as the services are rendered as per the agreement.
If there is significant uncertainty about the project completion or receipt of
payment for professional services, revenue is deferred until the uncertainty is
sufficiently resolved. Payments received in advance of rendering professional
services are deferred and recognized when the related services are performed.
Work performed and expenses incurred in advance of invoicing are recorded as
unbilled receivables. These amounts are billed in the subsequent month.



                                       34






Fixed Price Contracts - For Professional services that are performed under a
fixed price contract against measurable delivery milestones revenues are
recognized using the percentage of completion method. Under the percentage-of
completion method, which is deemed a significant estimate by the Company,
revenue recognized is equal to the ratio of costs expended to date to the
anticipated total contract costs, based on current estimates of costs to
complete the project. If there are milestones or acceptance provisions
associated with the contract, the revenue recognized will not exceed the most
recent milestone achieved or acceptance obtained. If the total estimated costs
to complete a project exceed the total contract amount, indicating a loss, the
entire anticipated loss would be recognized in the current period.



License Contracts - For arrangements that do not qualify for separate accounting
for the license and professional services revenues that include milestones or
customer specific acceptance criteria that may affect collection of the software
license fees or where payment for the software license is tied to the
performance of professional services, software license revenue is generally
recognized together with the professional services revenue using the
percentage-of-completion method as explained above. This is mainly relevant for
the legacy versions of the Majesco platform which required heavy
implementation/customization work to be performed and maintained for the
software to operate as desired. However, with the new version of the software
which is a single package out of the box product, rich in functionality and
content with easy and seamless upgrade capabilities, our obligation is now
limited to the deployment of the contracted product on the environment for which
it was sold. Revenues for license fees for sales of our out-of-the-box product
offerings is recorded at the time of delivery.



Sales Commissions - In accordance with our compensation policy we pay one-time
sales commissions for new business generated related to professional services
contracts and subscription and subscription services. The majority of our
commissions incurred in fiscal years 2020 and 2019 related to professional
services contracts. Substantially all of our professional services contracts
have durations of one year or less and as such commissions for these contracts
are expensed as incurred. Commission costs related to subscription contracts
were de minimis in fiscal year 2021 and 2020 and expensed as incurred.



Revenue is shown net of applicable service tax, sales tax, value added tax and
other applicable taxes. We have accounted for reimbursements received for out of
pocket expenses incurred as revenues in the Consolidated Statements of Income.

Goodwill and Other Intangible Assets

Goodwill represents the cost of the acquired businesses in excess of the
estimated fair value of assets acquired, identifiable intangible assets and
liabilities assumed. Goodwill is not amortized but is tested for impairment at
the reporting unit level at least annually or as circumstances warrant. If
impairment is indicated and carrying value of the goodwill of a reporting unit
exceeds the implied fair value of that goodwill, then goodwill is written down.
There are no indefinite-lived intangible assets.



Intangible assets other than goodwill are amortized over their estimated useful
lives on a straight line basis. The estimated useful life of an identifiable
intangible asset is based on a number of factors, including the effects of
obsolescence, demand, competition, the level of maintenance expenditures
required to obtain the expected future cash flows from the asset and other
economic factors (such as the stability of the industry, known technological
advances, etc.).

The estimated useful lives of intangible assets are as follows:





Non-compete agreements               3 years
Leasehold benefit                    Ascertainable life or primary period of lease, whichever is less
Intellectual property rights         1 - 5 years
Customer contracts                   1 - 3 years
Customer relationships               6 - 15 years
Technology                           5 - 7 years
Trademark                            9 - 10 years




                                       35

Impairment of Long-Lived Assets and Intangible Assets





We review long-lived assets and certain identifiable intangible assets subject
to amortization for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. During
this review, we re-evaluate the significant assumptions used in determining the
original cost and estimated lives of long-lived assets. Although the assumptions
may vary from asset to asset, they generally include operating results, changes
in the use of the asset, cash flows and other indicators of value. Management
then determines whether the remaining useful life continues to be appropriate or
whether there has been an impairment of long-lived assets based primarily upon
whether expected future undiscounted cash flows are sufficient to support the
assets' recovery. If impairment exists, we adjust the carrying value of the
asset to fair value, generally determined by a discounted cash flow analysis.



Acquisition Accounting



We allocate the purchase price of an acquired business, using the acquisition
method of accounting, to its tangible and identifiable intangible assets
acquired and liabilities assumed based on their estimated fair values. The
excess purchase price over fair value of net assets acquired is recorded as
goodwill. Certain assumptions and judgements are used to estimate the fair value
of acquired assets and liabilities. We engage outside appraisal firms to assist
in the fair value determination of identifiable intangible assets. We may adjust
the preliminary purchase price allocation, after the acquisition closing date
and through the end of the measurement period of one year or less, as we
finalize the valuation of acquired assets and liabilities. Changes in estimates
used in the preliminary purchase price allocation could have a material effect
on the final valuation and result in changes to goodwill and intangible assets.
Additionally, if forecasts supporting the valuation of intangible assets or
goodwill are not achieved, then an impairment charge could be recorded.



Property and Equipment



Property and equipment are stated at actual cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives. The cost and the accumulated depreciation for premises and
equipment sold, retired or otherwise disposed of are removed from the stated
values and the resulting gains and losses are included in the Consolidated
Statements of Income.

Maintenance and repairs are charged to Consolidated Statements of Income when incurred. Cost of assets not put to use before the balance sheet date are disclosed under the caption "capital work in progress."

The estimated useful lives of assets are as follows:

Leasehold Improvements 5 years or lease period, whichever is less Computers

                2 years
Plant and Equipment      2 - 5 years
Furniture and Fixtures   5 years
Vehicles                 5 years
Office Equipment         2 - 5 years

Results of Operations

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019





The following tables summarize our Consolidated Statements of Income for the
three months ended June 30, 2020 and June 30, 2019, including as a percentage of
revenues:

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