Orchasp Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the accompanying Standalone Ind AS Financial Statements Orchasp Limited ("the company”), which
comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss, including the statement of Other
Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended, and
the notes to the standalone financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as the "Standalone Ind AS Financial Statements”).

Based on the information and explanations provided to us, except for the possible effects of the matter described in
the "Basis for Qualified Opinion” section of our report, we are of the opinion that the aforesaid standalone financial
Statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including
other comprehensive income, changes in equity and its cash flows for the year ended on 31st March 2025.

Basis for Qualified Opinion

1. We refer to the carrying value of investments of Rs. 6,825 lakhs held in Wholly Owned Subsidiary at Portugal in
Cybermate International, Unipessoal, LDA which has been non -operational for over four years. The Company has
defaulted in statutory filings for the period and the Portuguese Authorities have issued a notice of cancellation of
Certificate of Incorporation. We are unable to comment upon the carrying value of investments whether any provision
for impairment in the value of investments is required.

2. The Trade Receivables are due from more than 6 months. In the absence of confirmations of Trade payables, Trade
Receivables and various advances/loans, we are unable to comment on the extent to which such balances are payable/
recoverable.

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing
("SA” s) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in
the Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are
independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India ("ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial
Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial
Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone financial statements for the year ended March 31, 2025. These matters were addressed in the context of our
audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Financial
Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial
Statements. The results of our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matter	How the Key Audit Matter was addressed
	in our audit
1. Issue of Foreign Currency Convertible Bonds	The recognition of FCCB in Books of Accounts as
(FCCB)	per "Ind AS 109- Financial Instruments "and "Ind AS
The company has issued FCCB of US$ 1,05,00,000 (Rs. 68,25,00,000/-), 1% coupon Foreign Currency Convertible Bonds due upon completion of five years from the date of issue. During the financial year, the Company fully converted	32- Financial Instruments”. Presentation involves professional judgment relating to determination of repayment and convertible obligations over the tenure of FCCB''s. The FCCB''s converted into equity as on 31-03¬ 2025 is for an amount of Rs. 51,35,00,000/-
its Foreign Currency Convertible Bonds (FCCBs) into equity shares, in line with the terms specified in the FCCB agreements.	Refer Note No. 33 in Notes to Standalone Ind AS Financial Statements.
2. Evaluation of uncertain tax positions	Obtained details of completed tax assessments and
The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	demands for the year ended March 31, 2025 from management. We involved our internal experts to challenge the management''s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management''s position on these uncertain tax positions. Additionally, we considered the effect of new information in respect of uncertain Tax Positions as at April 1st 2025 to evaluate whether any change was required to management''s position on these uncertainties.

Information Other than the Financial
Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Annual Report,
but does not include the Standalone Ind AS Financial
Statements and our auditor''s report thereon.

Our opinion on the Standalone Ind AS Financial Statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of Standalone Ind AS
Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether such other
information is materially inconsistent with the Standalone
Ind AS Financial Statements or with our knowledge
obtained during the course of our audit or otherwise
appears to be materially misstated.

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and those
charged with governance for the Standalone
Ind AS Financial Statements

The Company''s Board of Directors is responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation of these Standalone Ind AS
Financial Statements that give a true and fair view of the
financial position, financial performance, including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company

and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the Standalone Ind AS
Financial Statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error.

In preparing the Standalone Ind AS Financial Statements,
management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing
the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the
Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone Ind AS Financial Statements as a
whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor''s report that includes
our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the
basis of these Standalone Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the Standalone Ind AS Financial Statements,
whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial
controls relevant to the audit in order to design audit
procedures that is appropriate in the circumstances.
Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the
Company has adequate internal financial controls with
reference to standalone financial statements in place
and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists;
we are required to draw attention in our auditor''s
report to the related disclosures in the Standalone
Ind AS Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor''s report. However, future events
or conditions may cause the Company to cease to
continue as a going concern.

• Evaluate the overall presentation, structure and
content of the Standalone Ind AS Financial Statements,
including the disclosures, and whether the Standalone
Ind AS Financial Statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in
the Standalone Ind AS Financial Statements that,
individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable
user of the Standalone Ind AS Financial Statements
may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results
of our work; and (ii) to evaluate the effect of any
identified misstatements in the Standalone Ind AS
Financial Statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on

our independence, and where applicable, related
safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the Standalone
Ind AS Financial Statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor''s report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order”) issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the Annexure A, a
statement on the matters Specified in paragraphs 3
and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our
audit we report that:

a) We have sought and except for the effects of the
matters described in the Basis for Qualified opinion
paragraphs, obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b) Except for the effects of the matters described in the
Basis for Qualified opinion paragraphs above, in our
opinion, proper books of accounts as required by law
have been kept by the Company.

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flow
dealt with by this Report are in agreement with the
relevant books of account.

d) Except for the effects of the matters described in the
Basis for Qualified opinion paragraphs above, in our
opinion, the aforesaid Standalone Ind AS Financial
Statements comply with the Ind AS specified under
Section 133 of the Act, read with relevant rules issued
there under.

e) On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164
(2) of the Act.

f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer
to our separate Report in "Annexure B”. Our report
expresses a qualified opinion on the adequacy and
operating effectiveness of the Company''s internal
financial controls over financial reporting.

g) With respect to the other matters to be included in the
Auditor''s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
section 197 of the Act.

h) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its Standalone
Ind AS Financial Statements. (Refer Note No: 25 of
Notes to Standalone Financial Statements)

ii. The Company does not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

iv. (a) The Management has represented that, to the best
of its knowledge and belief, other than as disclosed in
the notes to accounts, no funds have been advanced
or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of
funds) by the Company to or in any other persons or
entities, including foreign entities ("Intermediaries”),
with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities
identified in any manner whatsoever ("Ultimate
Beneficiaries”) by or on behalf of the Company or
provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of
its knowledge and belief, other than as disclosed in
the notes to accounts, no funds have been received
by the Company from any persons or entities,
including foreign entities ("Funding Parties”), with
the understanding, whether recorded in writing or

otherwise, that the Company shall directly or indirectly,
lend or invest in other persons or entities identified
in any manner whatsoever ("Ultimate Beneficiaries”)
by or on behalf of the Funding Parties or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(c) Based on such audit procedures performed that have
been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that
has caused us to believe that the representations in
sub-clause (i) and (ii) of Rule 11(e), as provided under
(iv) and (v) above contain any material misstatement.

v. The company has not declared or paid any dividend
during the year.

For J M T & Associates.,

Chartered Accountants

FRN: 104167W

Sd/-

Vijaya Prathap M

Partner

Membership No: 213766

UDIN: 25213766BMIXVJ9564

Place : Mumbai

Date : 28-05-2025

---

Mar 31, 2024

Orchasp Limited

Report on the Audit of the Standalone Ind AS Financial Statements Qualified Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of Orchasp Limited (“the company”), which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year ended, and the notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “Standalone Ind AS Financial Statements”).

Based on the information and explanations provided to us, except for the possible effects of the matter described in the “Basis for Qualified Opinion” section of our report, we are of the opinion that the aforesaid standalone financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on 31st March 2024.

Basis for Qualified Opinion

1. We refer to the carrying value of investments of Rs 6825 lakhs held in Wholly Owned Subsidiary at Portugal in Cybermate International, Unipessoal, LDA which has been non -operational for over three years. The Company has defaulted in statutory filings for the period and the Portuguese Authorities have issued a notice of cancellation of Certificate of Incorporation. We are unable to comment upon the carrying value of investments whether any provision for impairment in the value of investments is required.

2. The Company has not paid the Statutory Dues for a period of more than 6 Months from the date they became payable. The details are as given below:

S. No	Name of the Statute	Nature of Dues	Due amount (Rs. in Lakhs)
1	Income Tax Act, 1961	Tax Deducted at Source	38.68
2	Employees Provident Fund & Misc Provisions Act, 1952	Provident Fund	18.25
3	Telangana Professional tax Act, 1987	Professional Tax	0.59
4	Employee State Insurance Act,1948	Employees State Insurance	0.07
5	Income Tax Act,1961	Income Tax for AY 2009-10	643.94
6	Income Tax Act, 1961	Income Tax for AY 2011-12	66.78
7	Income Tax Act, 1961	Income Tax for AY 2012-13	392.38
8	Income Tax Act, 1961	Income Tax for AY 2013-14	383.56
9	Income Tax Act, 1961	Income Tax for AY 2013-14	118.26
10	Income Tax Act, 1961	Income Tax for AY 2014-15	224.09
11	Income Tax Act, 1961	Income Tax for AY 2019-20	142.78

3. The Trade Receivables are due from more than 6 months. In the absence of confirmations of Trade payables, Trade Receivables and various advances/loans, we are unable to comment on the extent to which such balances are payable/recoverable.

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the ''Code of Ethics’ issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the Standalone financial statements for the year ended March 31, 2024. These matters were addressed in the context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matter	How the Key Audit Matter was addressed
	in our audit
1. Issue of Foreign Currency Convertible Bonds	The recognition of FCCB in Books of Accounts as
(FCCB)	per “Ind AS 109- Financial Instruments “and “Ind AS
The company has issued FCCB of US$ 1,05,00,000 (Rs.68,25,00,000/-), 1% coupon Foreign Currency Convertible Bonds due upon completion of five years from the date of issue. Interest is payable at the time of maturity only. The bonds will bear	32- Financial Instruments”. Presentation involves professional judgement relating to determination of repayment and convertible obligations over the tenure of FCCB’s. The FCCB’s converted into equity as on 31-03-2024 is for an amount of Rs. 6,50,00,000/-
interest at the rate 1% per annum, from the interest	Refer Note No.33 in Notes to Standalone Ind AS
commencement date up to the date prior to the date of maturity.	Financial Statements.
2. Evaluation of uncertain tax positions	Obtained details of completed tax assessments
The Company has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes.	and demands for the year ended March 31, 2024 from management. We involved our internal experts to challenge the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positions. Additionally, we considered the effect of new information in respect of uncertain Tax Positions as at April 1st 2024 to evaluate whether any change was required to management’s position on these uncertainties.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Ind AS Financial Statements and our auditor’s report thereon.

Our opinion on the Standalone Ind AS Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of Standalone Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the Standalone Ind AS Financial Statements or with our

knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard

Responsibilities of Management and those charged with governance for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that is appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists; we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Ind AS Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Ind AS Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Ind AS Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Ind AS Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and except for the effects of the matters described in the Basis for Qualified opinion paragraphs, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, proper books of accounts as required by law have been kept by the Company

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) Except for the effects of the matters described in the Basis for Qualified opinion paragraphs above, in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules issued there under.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses a qualified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements. (Refer Note No: 25 of Notes to Standalone Financial Statements)

ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to accounts, no funds have been received

by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations in sub-clause (i) and (ii) of Rule 11(e), as provided under (iv) and (v) above contain any material misstatement.

v. The company has not declared or paid any dividend during the year.

For P C N & Associates.

Chartered Accountants

FRN: 016016S

Sridhar Andhavarapu

Partner

Membership no: 213830

UDIN: 24213830BKHNXC7918

Place: Hyderabad

Date: 02.05.2024.

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Mar 31, 2016

To the Members of CYBERMATE INFOTEK LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of CYBERMATE INFOTEK LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31st March, 2016, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the companies (Auditor''s Report) Order, 2016 (''the order'') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

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

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

(c) The Balance Sheet, statement of Profit & Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: the Company has disclosed the impact, if any, of pending litigations as at March 31,2016, on its financial position in its standalone financial statements ( Refer Note No.31)

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure referred to in paragraph 1 of Our Report of even date to the members of CYBERMATE INFOTEK LIMITED on the accounts of the company for the year ended 31st March, 2016 Under "Report on other Legal & Regulatory Requirements"

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are verified by the Management according to a phased programme designed to cover all the items over a period of two years which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme a portion of the fixed assets have been verified by the management during the year and no material discrepancies between the book records and the physical inventory has been noticed.

c) According to the information and explanation given to us and to the best of our knowledge and belief the title deeds of immovable properties are held in the name of the Company, Immovable property - Buildings was offered as collateral security to M/s DHFL towards Lease Rental Discounting Facility, due to default in payment, possession of the property is taken over by M/s DHFL by initiation proceedings under Securitization and Reconstruction of Financial Asset and Enforcement of Security Interest Act, 2002. Refer Note No. 22

ii. The company has no inventory. Hence this clause is not applicable.

iii. (a) During the year the Company has not granted any loans secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, however in earlier years the company has granted interest free advances to two companies covered in register maintained under section 189 of the companies act 2013. The yearend balance outstanding is Rs. 51,29,370/-.and the maximum amount outstanding was Rs.1,57,54,890/-.

(b)The above advances are interest free and unsecured and are repayable on demand.

(c)There is no overdue amount of advances to above companies since the same is repayable on demand.

iv. In our opinion and according to the information and explanations given to us, the company in respect of loans, investments, guarantees and security, provisions of section 185 and 186 of companies act, 2013 has been complied with.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 73 to 76 or any other relevant provisions of the Companies Act,2013 and the rules framed there under.

vi. In respect of the Company, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013

vii. (a) The Company is not regular in depositing undisputed statutory dues with the appropriate authorities, following are the undisputed amounts payable which were outstanding at the year end, for a period of more than six months from the date they became payable.

Name of the Statute	Nature of the dues	Amount	Period to which the amount relates	Date of Payment
Telangana Value Added Tax Act	VAT	1,34,948	2013-14	Amount not paid till date
Telangana Profession Act	Professional Tax	1,19,582	Sep 2014 to March 2016	Amount not paid till date
Employees Provident Fund & Misc Provisions Act. 1952	Provident Fund	1,83,194	Sep 2014 to March 2016	Amount not paid till date
Income Tax Act. 1961	TDS	3,40,557	March 2015 to March 2016	Amount not paid till date
Telangana Municipalities Act & GHMC Act.	Property Tax	4,07,602	2011 to 2014	Amount not paid till date

(b) According to the information and explanations given to us, and based on the records examined by us, amount outstanding towards income tax on account of dispute are;

Name of the Statute	Nature of dues	Amount Rs.	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	12,42,619/-	A.Y. 2004-05	CIT(Appeals)
Income Tax Act, 1961	Income Tax	48,16,000/-	A.Y. 2006-07	CIT(Appeals)
Income Tax Act, 1961	Income Tax	18,50,169/-	A.Y. 2007-08	CIT(Appeals)
Income Tax Act, 1961	Income Tax	6,40,88,000/-	A.Y. 2009-10	CIT(Appeals)
Income Tax Act, 1961	Income Tax	1,70,34,842/-	A.Y. 2011-12	CIT(Appeals)
Income Tax Act, 1961	Income Tax	2,76,63,700/-	A.Y. 2012-13	CIT(Appeals)
Income Tax Act, 1961	Income Tax	3,83,56,680/-	A.Y. 2013-14	CIT(Appeals)

viii. In our opinion and according to information and explanations given to us, the Company has not taken any loans from Banks or Financial Institutions or Government and has not issued any debentures.

ix. According to information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer including debt instruments and term loans. Accordingly, the provisions of clause 3(ix) of the order are not applicable to the company and hence not commented upon.

x. During the course of examination of books of accounts and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have been informed of such cases by the management.

xi. According to information and explanations given to us and to the best of our knowledge and belief, managerial remuneration has been paid/ provided with requisite approvals mandated in the provision of section 197 read with Schedule V of the Companies Act, 2013.

xii. In our opinion and according to information and explanations given to us, the company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the company and hence not commented upon.

xiii. According to information and explanations given to us and to the best of our knowledge and belief, all the transactions with the related parties are in compliance with section 177 and 188 of companies act 2013 wherever applicable and the details of transactions with related parties have been disclosed in financial statements as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment of private placement of shares or fully or partly convertible debentures. Therefore, the provisions of clause 3(xiv) of the order are not applicable to the company.

xv. According to information and explanations given to us and to the best of our knowledge and belief the company has not entered into any noncash transactions with directors or persons connected with the directors. Therefore, the provisions of clause 3(xv) of the order are not applicable to the company.

xvi. According to information and explanations given to us and to the best of our knowledge and belief the company is not required to be register under section 45-IA of Reserve Bank of India Act, 1934

Annexure B to the Auditor''s Report

"Annexure B" referred to in paragraph 2(f) under" Report on other legal and Regulatory Requirements" section of report on financial statements of even date to the members of CYBERMATE INFOTEK LIMITED on the financial statement for the year ended 31st march 2016.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of CYBERMATE INFOTEK LIMITED (''the Company'') as of 31st March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Note'') and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For P. Murali & CO.,

Chartered Accountants

Firm Registration No.: 007257S

P. Murali Mohana Rao

Partner

Place: Hyderabad

Date: 21st May 2016 ^Memb^ership N°, ⁰²³⁴¹²

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Mar 31, 2015

We have audited the accompanying standalone financial statements of CYBERMATE INFOTEK LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those 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 financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further report that:

a) we have sought and 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2015, on its financial position in its standalone financial statements (Refer Note No. 25)

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

Annexure referred to in paragraph 1 under "Report on other Legal & Regulatory Requirements" in Independent Auditors' of even date to the members of CYBERMATE INFOTEK LIMITED on the standalone financial statements accounts as of and for the year ended March 31, 2015

I. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification.

i. The company has no inventory. Hence, this clause is not applicable.

ii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

iii. In our opinion and according to the information and explanations given to us, there is adequate internal control

Nature of Due Amount Payable

VAT Payable 1,34,948/-

Professional Tax 37,700/-

TDS Payable 1,93,107/-

system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

iv. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

v. To the best of our knowledge and as explained, the company is not in the business of manufacturing and sale of any goods. Therefore, in our opinion, the provision of the order made by the Central Government for maintenance of cost records under sub-section (1) of Section 148 of the Act, 2013 is not applicable.

vi. (a) The Company is not regular in depositing statutory dues with the appropriate authorities following are the undisputed amounts payable which were outstanding, at the year end, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and based on the records of the company examined by us, (Income Tax) amount outstanding on account of dispute are;

Name of the Statute Nature of dues Amount

Income Tax Act, 1961 Income Tax 12,42,619/-

Income Tax Act, 1961 Income Tax 6,43,94,600/-

Income Tax Act, 1961 Income Tax 1,70,34,842/-

Income Tax Act, 1961 Income Tax 2,76,63,700/-

Name of the Statute Period to Forum where dispute is pending which the amount relates

Income Tax Act, 1961 2004-05 Commissioner of Income Tax - Appeals

Income Tax Act, 1961 2009-10 Income Tax Appellate Tribunal

Income Tax Act, 1961 2011-12 Commissioner of Income Tax - Appeals

Income Tax Act, 1961 2012-13 Commissioner of Income Tax - Appeals

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

viii) The Company has no accumulated losses at the end of the financial year and it has incurred cash losses during the financial year and not in the immediately preceding financial year.

ix) In our opinion, and according to the information and explanations given to us, the company has not taken any loans from banks or financial institutions nor has issued any debentures. Hence, this clause is not applicable.

x) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

xi) The Company has not raised any term loan during the year. Hence, this clause is not applicable.

xii) According to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For P. Murali & CO., Chartered Accountants Firm Registration No.: 007257S

P. Murali Mohana Rao Place: Hyderabad partner Date: 28th May 2015 Membership No.: 023412

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Mar 31, 2014

We have audited the accompanying financial statements of CYBERMATE INFOTEK LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

The Company''s 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 in Sub-Section(3C)of Section 211 of the Companies Act,1956(''the Act'')read with the General circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of 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.

Auditor''s Responsibility:

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. Those 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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.

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 March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and © In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A)of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(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 and Cash Flow Statement 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 and Cash Flow Statement comply with the Accounting Standards referred to in Sub-Section(3C)of Section 211 of the Companies Act,1956(''the Act'')read with the General circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013.

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The Company has not disposed off substantial part of the Fixed Assets during the year,

II. The Company is a service company, rendering software related services. The Company''s products, prima-facie, include developed software product. The inventory of software work-in-progress, being intangible, could not be physically verified; hence this clause is not applicable.

III. (a) The Company has granted advances to Parties covered in the register maintained U/s. 301 of the Companies Act, 1956, and the year end balance of advances to such parties was Rs. 63,41,862/- (b) In our opinion terms and conditions on which advances have been granted to parties listed in the register maintained under section 301 is not prejudicial to the interest of company.

(c) According to the information and explanation given to us, no repayment schedule has been specified and accordingly the question of regularity in repayment of principal amount does not arise.

(d) There is no overdue amount in excess of Rs. 1 Lakh in respect of advances granted to parties covered under section 301 of the Companies Act, 1956 since repayment schedule is not stipulated.

(e) The Company has taken advances/loans from the parties covered in the register maintained U/s.301 of the Companies Act, 1956 and the balance amount outstanding as on the last day of the financial year is Rs.3,37,88,158/-.

(f) According to the information and explanation given to us, the interest & other terms and conditions on which advances have been taken from parties listed in the register maintained under section 301 were not prima facie prejudicial to the interest of company.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the company and the nature of its business with regard to software development services and fixed assets. There is no continuing failure by the company to correct any major weaknesses in internal control.

V.a) In our opinion and according to the information and explanation given to us , since no contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been made by the company in respect of any party in the financial year, the entry in the register U/s.301 of the Companies Act, 1956 does not arise. b) According to the information and explanations given to us, as no such contracts or arrangements made by the Company, the applicability of the clause of charging the reasonable price having regard to the prevailing market prices at the relevant time does not arise.

VI. The Company has not accepted any deposits from the public and hence the applicability of the clause of directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under does not arise. As per information and explanations given to us no order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal 7has been received by the Company.

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its business.

VIII. In respect of the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section(I) of section 209 of the Companies Act, ,1956.

IX. a) The Company is not regular in depositing statutory dues with the appropriate authorities and at the end of the financial year the following amounts were outstanding from the date they became payable :

Nature of Due Amount .

VAT payable 1,34,948

TDS payable 12,37,780

b) According to the information and explanations given to us, there are disputed amounts which are payable in respect of Income Tax which are outstanding for more than 6 months from the date they became payable.

Name of the Statute Assessment Amount Forum where dispute is year pending

Income Tax 2009-10 6,43,94,600 ITAT, Hyderabad

Income Tax 2011-12 1,70,34,842 CIT - Appeals

X. The Company has been registered for a period of not less than 5 years, and there are no accumulated loses at the end of the financial year and the company has not incurred cash losses in this financial year and in the immediately preceding financial year.

XI. According to information and explanations given to us, the Company has defaulted in repayment of dues to financial Institutions or banks.

Dues to Financial institutions as of 31st march 2014 AmountRs.

Dewan Housing Finance Limited 2,43,64,956

XII. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi /Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

XV. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, and hence the applicability of this clause regarding terms and conditions which are prejudicial to the interest of the company does not arise.

XVI. The Company has not obtained any Term Loan during the previous year and hence the clause of whether the long term proceeds is utilized for the purpose of short term or not, does not arise and hence this clause is not applicable.

XVII According to the information and explanations given to us, no funds are raised by the Company on short- term basis. Hence the clause of short term funds being used for long-term investment does not arise.

XVIII. According to the information and explanations given to us, the Company has made preferential allotment of 9,90,000 Shares to parties covered in the Register maintained under section 301 of the Companies Act, 1956 amounting to Rs.9,90,00,000. The price at which shares have been issued is not prejudicial to the interest of the Company.

XIX. According to the information and explanations given to us, the company does not have any debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued does not arise.

XX. According to information and explanations given to us, the company has not raised money by way of public issues during the year; hence the clause regarding the disclosure by the management on the end use of money raised by Public Issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.

For P.Murali & Co., Chartered Accountants Firm''s Regn No 007257S

P.''Murali Mohana Rao Place: Hyderabad Partner Date:30.05.2014 Membership No. 023412

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Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of Cybermate Infotek Limited "the Company", which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss for the year ended, and Cash flow statement and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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.

Auditor''s Responsibility:

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. Those 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.

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 March 31, 2013; and

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

(c) In the case of the Cash Flow, of the cash flows for the period ended on that date;

ANNEXURE TO THE AUDITOR''S REPORT:

I. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets.

b) As explained to us, the fixed assets have been physically verified by the management reasonable intervals and no discrepancies between the book records and the physical inventory have been noticed on such verification.

c) During the year, the Company has not disposed off major fixed assets.

II. The Company does not have any inventory. Accordingly, the provisions of clause 4(ii) of the Order are not applicable.

III. a) The Company has not granted any loans, secured or unsecured to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) As the Company has not granted any loans, the Clause of whether the rate of interest & other terms and conditions on which loans have been granted to parties listed in the register maintained under Section 301 prejudicial to the interest of company, is not applicable.

c) As no loans are granted by company, the clause of receipt of interest & principal amount from parties , is not applicable to the company.

d) No loans have been granted to Companies, Firms and other parties listed in the register U/S 301 of the Companies Act, 1956. Hence, overdue Amount of more than rupees one Lac does not arise and the clause is not Applicable.

e) The Company has taken Interest Free unsecured loans from Parties covered in the register maintained U/s.301 of the Companies Act, 1956.

f) The Company is not regular in repayment of the Loans taken from the part ies ment ioned in register maintained U/s.301 of the Companies Act, 1956.

IV. In our opinion and according to the information and explanation given to us, there are generally adequate internal controls commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and for sale of goods and services. There is no continuing failure by the Company to correct any major weaknesses in internal control.

V. a) In our opinion and according to the information and explanations given to us, since no contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been made by the Company in respect of any party in the financial year, the entry in the register U/s. 301 of the Companies Act, 1956.

b) According to the information and explanations given to us, as no such contracts or arrangements made by the Company, the applicability of the clause of charging the reasonable price having regards to the prevailing market prices at the relevant time does not arise.

VI. The Company has not accepted any deposits from the public and hence the applicability of the clause of directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant provisions of the Companies Act,1956 and the rules framed there under does not arise. As per information and explanations given to us the order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal has not been received by the Company.

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its business.

VIII. In respect of the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX. a) The Company is not regular in depositing following statutory dues with the appropriate [authorities and at the end of last financial year.

Nature of due Amount Rs. Provident Fund 4,82,198/- TDS Payable 9,70,244/- Professional Tax Payable 1,04,600/- Service Tax Payable 5,14,598/-

b) According to the information and

explanations given to us, there are disputed amounts that are payable in respect of Income Tax as at the end of the period, for a period more than six months from the date they became payable.

X. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has not incurred cash losses in this financial year and in the immediately preceding financial year.

XI. According to information and explanations given to us, the Company has defaulted in repayment of dues to financial Institutions or banks.

XII. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provision of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the Company is not dealing or trading in shares securities, Debentures and other investments and hence the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

XV. According to the information explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, and hence the applicability of this clause regarding terms and conditions which are prejudicial to the interest of the Company does not arise. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prejudicial to the interest of the Company.

XVI. According to the information and explanations given to us, the Term Loans obtained by the company were applied for the purpose for which such loans were obtained by the company.

XVII. According to the information and explanations given to us, the Company has not used short term funds for long term Investment.

XVIII. According to the information and explanation given to us, the Company has not made preferential allotment to parties covered in the Register maintained Under Section 301 of the Companies Act, 1956. Hence this clause is not applicable.

XIX. According to the information and explanations given to us, the Company has not issued debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued does not arise.

XX. According to information and explanations given to us, the Company has not raised any money by way of public issues during the year; hence the clause regarding the disclosure by the management on the end use of money raised by Public Issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.

For P. MURALI & CO.,

CHARTERED ACCOUNTANTS FRN NO: 007257S

Sd/-

P. MURALI MOHANA RAO

PARTNER M.No.023412

PLACE: Hyderabad

DATE : 29-05-2013

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. CYBERMATE INFOTEK LIMITED as at 31st March 2010 and also the Profit and Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 mis-statement. 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 s reasonable basis for our opinion.

As required by the companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order:

Further to our comments in the Annexure referred to above, 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 purposes 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 the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with by this report are in compliance with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act with exception to

(i) Consolidation of Financial Statements in accordance with AS 21 and

(ii) Collection of Overdue debtors as mentioned in Note No 12 (yi)

e) On the basis of written representation received from the directors, as on 31.03.2010, and taken on record by the Board of Directors, we report that hone of the director is disqualified as on 31st March 2010 from being appointed as director in terms of Clause (g) of section 274 (1) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation" given to us, the said accounts 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.

I. In the case of the Balance Sheet, of the State of Affairs of the company as at 31st March 2010

II. In the case of the Profit and Loss Account, of the Profit for the year ended on that date and

III. In the case of Cash Flow statement, of the cash flows for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets.

b) As per the information and explanation given to us, the management at reasonable intervals carried out the physical verification of the fixed assets. No material discrepancies were noticed on such verification.

c) There was no substantial disposal of fixed assets during the year under audit

2 Due to the nature of its business, clause (ii) of the order, relating to physical verification of inventory is not applicable to the company.

3. As informed, the Company has neither granted nor taken any bans, secured or unsecured to /from companies, firms or other parties covered in the register maintained under section 301 of the companies Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the company and the nature of its business, for the purchase of fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls in respect of this area.

5. The Company has not accepted any deposits from public to which the provisions of Section 58A of the act, and the rules made there under apply.

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

7. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records prescribed under section 209(l)(d) of the act

8. (a) According to the information and

explanation given to us and the records examined by us, certain delays were observed in payments of statutory and institutional dues.

As at 31st March 2010 the folbwing amounts were outstanding as

1. Statutory dues

(a) TDS Payable Rs. 12,32,980

fb) PF Payable Rs. 1,55,360

Rs. 13,88,340

2. Institutional Dues

(a) ICICI Bank-Hire Purchase(computers) 9,75,555

(b) Orix Auto Services-Hire Purchase(computers) 74,000

10,49,555

(b) There is a disputed sales- tax liability of Rs.20, 94,131/- relating to the . Assessment Year 2001-2002.The case is pending disposal with the Appellate Tribunal

9. The company has been registered for a period of more than five years and has no accumulated bsses at the end of the year under audit

10. Based on our examination of the records and the information and explanation given to us, the company has not granted any ban and or advances on the basis of security by way of pledge of shares, debentures and other securities.

11. The company is not a chit fund, nidhi, mutual benefit fund or a society.

12. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(XIV) of the order are not applicable to the company.

13. According to the information and explanations given to us the company has not givenany guarantee for bans taken by others from bank or financial institutions except bans to empbyees given by banks.

14. According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that the company has not raised any funds on short- term basis.

16. The company has not made any preferential albtment of shares during the year.

17. During the year covered by our audit report the company has not issued any secured debentures.

18. As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For B.Rama Rao & Co. Chartered Accountants Sd/-

Place: Hyderabad G V.Ranga Babu

Date : 31.05.2010 Partner

Membership No: 202432