Auditor Report of MosChip Technologies Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of MosChip Technologies Limited (''the
Company''), which comprise the Standalone Balance
Sheet as at 31^st March 2025, the Standalone Statement
of Profit and Loss (including Other Comprehensive
Income), Standalone Statement of Changes in Equity and
Standalone Statement of Cash Flows for the year then
ended, and notes forming part of Standalone financial
statements, including a summary of material accounting
policies and other explanatory information (hereinafter
referred to as ''the Standalone Financials Statements'').

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 Companies Act, 2013 (''the Act'') in the manner
so required and give a true and fair view in conformity with
accounting principles generally accepted in India, of the
state of affairs of the Company as at 31^st March 2025 and
total comprehensive income (comprising profit and other
comprehensive income), statement of changes in equity
and its cash flows for the year then ended.

Basis for opinion

We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on
Auditing (SAs) 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 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 Financial Statements under the provisions
of the Act and the Rules made thereunder, 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 Financial Statements.

Key audit matters

Key audit matters (''KAM'') are those matters that, in our
professional judgment, were of most significance in our
audit of the Standalone Financial Statements of the current
period. 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.

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 our audit addressed the key audit matter
1. Revenue Recognition	Our audit procedures include the following:
The application of the revenue recognition standard, Ind AS 115 - "Revenue from contracts with customers" involves certain key judgements and principles for evaluating various distinctive terms/matters.	¦ We tested the design and operating effectiveness of management''s key internal controls over revenue recognition.
Revenue where the performance obligation is satisfied over time has been recognised using the percentage of completion method. Identification of performance obligations involves high degree of judgement and assessment of contractual terms.	¦ Tested relevant information technology systems'' controls relating to contracts and related information used in recording and disclosing revenue.

Key Audit Matter	How our audit addressed the key audit matter
Use of the percentage-of-completion method requires the Company to determine the actual efforts or costs expended to date as a proportion of the estimated total efforts or costs to be incurred which involves significant judgement throughout the period of the contract and is subject to revision as the contract progresses is based on the latest available information. As the revenue recognition involves significant estimates and judgments and is material to the Standalone Financial Statements, we regard this as a key audit matter Refer Note 2.10 and 24 to the Standalone Financial Statements	• Substantive testing of sample revenue contracts and performed the following procedures to assess management analysis of compliance with Ind AS 115: - Read, analyzed and identified the distinct performance obligations in these contracts. - Compared these performance obligations with that identified and recorded by the Company. - Considered the terms of the contracts and assessed the transaction price including any variable consideration to test revenue. • Test checked sample contracts / transactions in respect of:
	- Revenue recorded for time and material contracts were tested using a combination of internally approved time sheets including customer acceptances and invoices. - Revenue recorded for fixed price contracts is based on progress towards completion of performance obligation which was verified based on actual cost relative to estimated cost from management analysis and systems or external evidence of progress. Also, reviewed cost incurred with estimated cost to identify significant variations and reasons and to verify whether those variations have been considered in estimating the remaining cost to complete the contract.
	• Test checked manual journals posted to revenue to identify any unusual items and sought explanations from Management. • We assessed the adequacy of relevant disclosures made within the standalone financial statements.
2. Goodwill on business acquisitions: As detailed in the Note 41 to the Financial Statements the company carries a Goodwill of f5,511 lakhs as at 31st March 2025. This Goodwill was recognised on acquisitions over a period, in terms of Ind AS 103 Business Combinations. The Carrying values of the Goodwill are based on the present value of future cash inflows and there exists a risk of impairment if cash flows are not in line with projections. As per Ind AS 36, ''Impairment of Assets'', the goodwill acquired in business combination shall be tested annually for impairment. For the purpose of impairment testing, goodwill acquired in a business combination shall, from the acquisition date, be allocated to each of the acquirer''s cash-generating units (CGU) or groups of cash-generating units, that is expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. Valuation of goodwill subject to management assessment of recoverable amount being higher of (i) fair value less costs to sell and (ii) value in use, involving significant judgement and are based on number of variables and estimates including projection of future sales, operating costs and profit margins; appropriate discount rate and terminal value growth rate; and probability of success in applying discounted cashflow valuation methodology.	We carried out the following audit procedures: • Evaluated the design and tested the operating effectiveness of the Company''s controls in assessing the recoverable value of goodwill. • Assessed the Company''s methodology applied in determining the CGUs to which these assets are allocated. • Tested the estimated recoverable value of these assets and assessed the methodologies used by management in deriving the recoverable value and tested the significant assumptions and the underlying data used by the Company in its analysis. • Where management has used services of an independent valuer, evaluated the independent valuer''s competence, capabilities and objectivity, and assessing the valuation methodology used by the independent valuer to estimate the fair value of investments. • Compared the significant assumptions to current industry, market and economic trends and related Company''s historical data. • Performed sensitivity analysis of the significant assumptions to evaluate the potential change in the recoverable values of these assets resulting from hypothetical changes in underlying assumptions.

Key Audit Matter

How our audit addressed the key audit matter

The assessment of impairment involves significant degree of management judgements and estimates. The management has concluded that the recoverable amount of CGU is higher than its carrying amount and accordingly, no impairment provisions has been recorded as at 31st March 2025. Accordingly, we determined impairment of such goodwill arising from business combination as Key Audit Matter for the current year audit.

• Assessed and validated the adequacy and appropriateness of the disclosures made by the management in the Financial Statements.

Other Information

The Company''s Board of Directors are responsible for
the preparation of the other information. The other
information comprises the information included in the
Board''s Report, Management Discussion and Analysis,
Business Responsibility and sustainability Report,
Corporate Governance,Shareholder''s information and
including Annexures to Board''s Report but does not include
the Standalone financial statements and our auditor''s
report thereon.

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

If, based on the work we have performed on the other
information that we obtained prior to the date of this
auditor''s report, 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.

When we read the additional information, as mentioned
above, that would be included in the Annual Report, if we
conclude that there is a material misstatement therein,
we are required to communicate the matter to those
charged with governance and take appropriate actions
as applicable under the relevant laws and regulations.

Responsibilities of Management and those
charged with Governance for the Financial
Statements

The Company''s Board of Directors are responsible for the
matters stated in section 134(5) of 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, including other comprehensive
income, changes in equity and cash flows of the Company
in accordance with the Indian Accounting Standards
(''Ind AS'') specified under section 133 of the Act and other
accounting principle 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 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 Financial Statements
management and Board of Directors are 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 the Board of Directors either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone 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 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 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 controls.

¦ Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are 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 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 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 Financial Statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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 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 ''Annexure-A'' a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2) As required by Section 143(3) of the Act, based on our
audit 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. I n 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, except for the matters stated in
paragraph 2(i)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules,
2014 as amended.

c. The standalone balance sheet, the statement of
profit and loss including other comprehensive
income, the statement of changes in equity
and the statement of cash flows 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 Ind AS specified
under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015 (as
amended)

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

f. With respect to the maintenance of accounts and
other matters connected therewith, reference is
made to other remarks paragraph 2(b) above on
reporting under section 143(3)(b) and paragraph
2(i)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as
amended).

g. With respect to the adequacy of the internal
financial controls over with reference to
Standalone Financial Statements of the Company
and the operating effectiveness of such controls,
refer to our separate Report in ''Annexure-B''.

h. 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.

i. 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 Financial
Statements. Refer Note. 32 to the Standalone
Financial Statements.

ii. The Company didn''t have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

iii. There are no amounts required to be
transferred to the Investor Education and
Protection Fund (IEPF) by the Company as
no dividends are declared by the Company.
Hence there are no delays in transfer of
amounts to IEPF.

iv. a. The management has represented

that, to the best of its knowledge and
belief, no funds (which are material
either individually or in the aggregate)
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 person or entity, including
foreign entity ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or on

behalf of the Company ("Ultimate
Beneficiaries") 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, no funds (which are material
either individually or in the aggregate)
have been received by the Company
from any person or entity, including
foreign entity ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

c. Based on the audit procedures 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 under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any
material misstatement.

v. No dividend is declared or paid during the
year by the Company and accordingly,
compliance with section 123 of the Act is not
applicable to the Company.

vi. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining its
books of account for the financial year
ended March 31, 2025 which have the feature
of recording audit trail (edit log) facility and
the same has operated throughout the
year for all relevant transactions recorded
in the software systems. Further, during the
course of our audit we did not come across
any instance of the audit trail feature being
tampered with and the audit trail, has been
preserved by the Company as per the
statutory requirements for record retention.

For S T Mohite & Co.,

Chartered Accountants
ICAI Firm Registration No.: 011410S

Place: Hyderabad Hima Bindu Sagala

Date: 21^st May 2025 Partner

M. No. 231056
UDIN: 25231056BMOVZH7304

---

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of MosChip Technologies Limited (''the Company''), which comprise the Standalone Balance Sheet as at 31 March 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes forming part of Standalone Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as ''the Financials Statements'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 (''Ind AS'') as amended and other accounting principles generally accepted in India, of the State of Affairs of the Company as at 31 March 2024 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing (SAs) 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 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 Financial Statements under the provisions of the Act and the Rules made thereunder, 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 Financial Statements.

Key audit matters

Key audit matters (''KAM'') are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters:

Key Audit Matter

Auditor''s Response

1. Revenue Recognition Revenue of the Company is mainly from information Technology services comprising software development, consulting, and related services. Revenue from these contracts are recognised over a period of time in accordance with the requirements of Ind AS 115, Revenue from contracts with customers. Due to nature of contracts, revenue recognition involves usage of percentage of completion method, which is determined by survey of work performed, which involves significant judgements, identification of contractual obligations and the Company''s right to receive payments for performance completed till date, change in scope and the consequential revised price contract price and recognition of the liability for loss making contract/onerous obligations. Accordingly, revenue recognition involves aforesaid significant judgement and estimation. Hence, we determine this to be a key audit matter. Refer note 2.10 to the Financial Statements.

Our audit procedures includes: • Obtaining an understanding of the systems, processes and controls for evaluation of fixed price contracts to identify distinct performance obligations and recognition of revenue. • Evaluation of design and operating effectiveness of internal controls relating to recording of the contract value, determining the transaction price, allocation of consideration to performance obligations, measurement of efforts incurred and process around estimation of efforts required to complete the performance obligations and the most appropriate method to recognise revenue. • We selected a sample of contracts with customers and performed the following procedures: • Evaluated the identification of performance obligation.

Key Audit Matter	Auditor''s Response
	• Considered the terms of the contracts to determine the transaction price, including adjustments for any sum''s payable to the customer; • Determined if the Company''s evaluation of the method used for recognition of revenue is appropriate. • Tested the Company''s calculation of efforts incurred, estimation of contract efforts including estimation of onerous obligation, through a retrospective review of efforts incurred with estimated efforts. • Assessed the appropriateness of the related disclosures in the Financial Statements.
2. Goodwill on business acquisition: As detailed in the Note 42 to the Financial Statements the company carries a Goodwill of ?5,511.00 lakhs as at 31 March, 2024. This Goodwill was recognised on acquisitions over a period, in terms of Ind AS 103 Business Combinations. The Carrying values of the Goodwill are based on the present value of future cash inflows and there exists a risk of impairment if cash flows are not in line with projections. As per Ind AS 36, ''Impairment of Assets'', the goodwill acquired in business combination shall be tested annually for impairment. For the purpose of impairment testing, goodwill acquired in a business combination shall, from the acquisition date, be allocated to each of the acquirer''s cash-generating units (CGU) or groups of cash-generating units, that is expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. Valuation of goodwill subject to management assessment of recoverable amount being higher of (i) fair value less costs to sell and (ii) value in use, involving significant judgement and are based on number of variables and estimates including projection of future sales, operating costs and profit margins; appropriate discount rate and terminal value growth rate; and probability of success in applying discounted cashflow valuation methodology. The assessment of impairment involves significant degree of management judgements and estimates. The management has concluded that the recoverable amount of CGU is higher than its carrying amount and accordingly, no impairment provisions has been recorded as at 31 March 2024. Accordingly, we determined impairment of such goodwill arising from business combination as Key Audit Matter for the current year audit.	We carried out the following audit procedures: • Evaluated the design and tested the operating effectiveness of the Company''s controls in assessing the recoverable value of goodwill. • Assessed the Company''s methodology applied in determining the CGUs to which these assets are allocated. • Tested the estimated recoverable value of these assets and assessed the methodologies used by management in deriving the recoverable value and tested the significant assumptions and the underlying data used by the Company in its analysis. • Where management has used an independent valuer, evaluated the independent valuer''s competence, capabilities and objectivity, and assessing the valuation methodology used by the independent valuer to estimate the fair value of investments. • Compared the significant assumptions to current industry, market and economic trends andrelatedCompany''s historical data. • Performed sensitivity analyse of the significant assumptions to evaluate the potential change in the recoverable values of these assets resulting from hypothetical changes in underlying assumptions. • Assessed and validated the adequacy and appropriateness of the disclosures made by the management in the Financial Statements.

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

The Company''s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility and sustainable Report, Corporate Governance and Shareholder''s information, but does not include the Consolidated Financial Statements and Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the 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 the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements, or 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 Managementand those charged with Governance for the Financial Statements

The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these 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 Indian Accounting Standard(''Ind AS'') specified under section 133 of the Actand other accounting principle 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 Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, management and Board of Directorsare 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the company are responsible for overseeing the Company''s financial reporting process. Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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 controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are 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 Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and 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 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 Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 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 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 ‘Annexure-A'' a statement on the matters specified in paragraphs 3 and 4 of the Order.

2) As required by Section 143(3) of the Act, based on our audit 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, the Statement of Profit and Loss including Other Comprehensive Income, the 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. In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 with reference Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure-B''. Our report expresses an unmodified opinion on the adequacy and the operating effectiveness of the Company''s Internal Financial Controls with reference to Financial Statements.

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 Financial Statements. Refer Note.33to the Financial Statements.

ii. The Company didn''t have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There are no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) by the Company as no dividends are declared by the Company. Hence there are no delays in transfer of amounts to IEPF.

iv. a. The management has represented that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) 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 person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) 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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c. Based on the audit procedures 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 under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. No dividend is declared or paid during the year by the Company and accordingly, compliance with section 123 of

the Act is not applicable to the Company.

vi. Based on our examination which included test checks, the company has used an accounting software for maintaining

its books of account for the financial year ended 31 March 2024, which has a feature of recording audit trail (edit log)

facility as per Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 we report that the same has operated

throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2023 and reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31 March 2024.

For ST Mohite & Co

Chartered Accountants ICAI Firm Registration Number : 011410S

HIMA BINDU SAGALA

Partner

Membership No : 231056

Place: Hyderabad ICAI UDIN : 24231056BKFSLW4085

Date: 06 May 2024

---

Mar 31, 2023

MosChip Technoloties Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of MosChip Technologies Limited (‘the Company''), which comprise the Balance Sheet as at 31 March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes forming part of standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the standalone financial statements'').

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 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 31 March, 2023 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) 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 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 financial statements under the provisions of the Act and the Rules made thereunder, 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 financial statements.

Key audit matters

Key audit matters (‘KAM'') are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters

Key Audit Matter	Auditor’s Response
1. Revenue Recognition Revenue of the company is mainly from information Technology services comprising software development, consulting, and related services. Revenue from these contracts are recognised over a period of time in accordance with the requirements of Ind AS 115, Revenue from contracts with customers. Due to nature of contracts, revenue recognition involves usage of percentage of completion method, which is determined by survey of work performed, which involves significant judgements, identification of contractual obligations and the company''s right to receive payments for performance completed till date, change in scope and the consequential revised price contract price and recognition of the liability for loss making contract/onerous obligations. Accordingly, revenue recognition involves aforesaid significant judgement and estimation. Hence, we determine this to be a key audit matter. Refer note 2.11 to the Standalone Financial Statements.	Our audit procedures included specific evaluation of compliance with requirements of Ind AS 115, “Revenue from Contracts with Customers” including: ♦ Obtaining an understanding of the company''s process and controls for revenue recognition process. ♦ Evaluation of key controls around such process and tested those controls for the operating effectiveness. ♦ We also carried out a combination of procedures involving enquiry and observation, and inspection of evidence in respect of operation of these controls. ♦ Performed test of details, on a sample basis including: • Obtaining and reading contract documents, including master service agreements, and other documents that were part of the agreement. • Analysed and identified the distinct performance obligations in the contracts. • Compared the performance obligations with those identified and recorded by the Company. • Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used for recording revenue. • Performed analytical audit procedures for appropriateness of revenue disclosed by type. • Assessed the disclosures made in the financial statements as per Ind AS 115.
2. Goodwill on business acquisition: As detailed in the Note 41 to the Standalone Financial Statements the company carries a Goodwill of Rs. 5,215.16 lakhs as at 31 March, 2023. This Goodwill was recognised on acquisitions over a period, in terms of Ind AS 103 Business Combinations.The Carrying values of the Goodwill are based on the present value of future cash inflows and there exists a risk of impairment if cash flows are not in line with projections. As per Ind AS 36, ‘Impairment of Assets'', the goodwill acquired in business combination shall be tested annually for impairment. For the purpose of impairment testing, goodwill acquired in a business combination shall, from the acquisition date, be allocated to each of the acquirer''s cash-generating units (CGU) or groups of cash-generating units,	We carried out the following audit procedures: • Evaluated the design and tested the operating effectiveness of the Company''s controls in assessing the recoverable value of goodwill. • Assessed the Company''s methodology applied in determining the CGUs to which these assets are allocated. • Tested the estimated recoverable value of these assets and assessed the methodologies used by management in deriving the recoverable value and tested the significant assumptions and the underlying data used by the Company in its analysis. • Compared the significant assumptions to current industry, market and economic trends, relate Company''s historical data. • Performed sensitivity analysis of the significant assumptions to evaluate the potential change in the recoverable values of these assets resulting from hypothetical changes in underlying assumptions.

Key Audit Matter

Auditor’s Response

that is expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units. Valuation of goodwill subject to management assessment of recoverable amount being higher of (i) fair value less costs to sell and (ii) value in use, involving significant judgement and are based on number of variables and estimates including projection of future sales, operating costs and profit margins; appropriate discount rate and terminal value growth rate; and probability of success in applying discounted cashflow valuation methodology. The assessment of impairment involves significant degree of management judgements and estimates. The management has concluded that the recoverable amount of CGU is higher than its carrying amount and accordingly, no impairment provisions has been recorded as at 31 March 2023. Considering the materiality of the amount involved in the estimates and assumptions used in determining the cash flows used in the impairment evaluation. Accordingly we determined impairment of such goodwill arising from business combination as Key Audit Matter for the current year audit.

• Assessed and validated the adequacy and appropriateness of the disclosures made by the management in the Standalone Financial Statements.

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

The Company''s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility and sustainable Report, Corporate Governance and Shareholder''s information, but does not include the consolidated financial statements and standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone 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 the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or 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.

Responsibility of Management and those charged with Governance for the Standalone Financial Statement

The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of 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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standard(‘Ind AS'') and other accounting principle generally accepted in India, including Ind AS specified under section 133 of the Act. 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 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 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 and Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the company are responsible for overseeing the Company''s financial reporting process. Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 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 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 controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are 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 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 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone 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 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 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 ‘Annexure-B'' a statement on the

matters specified in paragraphs 3 and 4 of the Order.

2) As required by Section 143(3) of the Act, based on our audit 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, the Statement of Profit and Loss including Other Comprehensive Income, the 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. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 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 with reference standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure-A''. Our report expresses an unmodified opinion on the adequacy and the operating effectiveness of the company''s internal financial controls with reference to Standalone Financial Statements.

g. With respect to other matters to be included in the Auditors Report in accordance with requirements of section 197(6) of the Act, as amended:

In our opinion and to the best of our information and according to the explanation given to us, the remuneration paid by the company to its director''s during the year is with in the limits prescribed as per 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

financial statements. Refer note.32 to the Standalone Financial Statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts (including derivative contracts).

iii. There has been no delay in transferring amounts, 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, no funds

(which are material either individually or in the aggregate) 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 person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) 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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c. Based on the audit procedures 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 under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. No dividend is declared or paid during the year by the company and accordingly, compliance with section 123 of the Act is not applicable to the company.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable with effect from April 1,2023 to the Company and its subsidiaries, which are companies incorporated in India, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

For ST Mohite & Co

Chartered Accountants ICAI Firm Registration Number: 011410S

Sreenivasa Rao T Mohite

Partner

Membership No.:015635 ICAI UDIN: 23015635BGYJKT2496

Place: Hyderabad Date: 24 May 2023

---

Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Moschip Semiconductor Technology Limited(the Company),which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss, Standalone statement of changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information for the year then ended.

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 fairview 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 prescribed under section133 of the Act, as applicable. 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 thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the standalone financial statements 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 the 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.

Other Matters

The previous year''s comparative financial information of the Company for the year ended March 31, 2017 and the transition date balance sheet as at April 01, 2016 (‘the Comparative financial information'') prepared and restated in compliance of provisions as per Indian Accounting Standards (Ind As) read with the Companies (Indian Accounting Standards) Rules,2015,are included in these financial statements. The comparative financial information are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor for the year ended March 31, 2016 and 2017 and expressed an unmodified opinion on those statutory financial statements, and these have been restated to comply with Ind AS for presenting them as comparative financial information Adjustments made to the previously issued said financial information prepared in accordance with the Companies (Accounting Standards) Rules, 2006 to comply with Ind AS have not been audited by us.

Our opinion on the financial statements is not modified in respect of this matter.

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, 2018, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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, 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 standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.

e) On the basis of the written representations received from the directors as on 31st March, 2018takenon record by the Board of Directors, none of the directors is disqualified as on 31st March,2018 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 A.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule11 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) There are no pending litigations which would impact the financial position of the company;

(ii) The Company has no foreseeable losses on long-term contracts and has no derivative contracts outstanding as at 31st March,2018;

(iii) The company has no duesrequired to be transferred to the Investor Education and Protection Fund;

2. As required by the Companies (Auditor''s Report) Order, 2016 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE A TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF MOSCHIP SEMICONDUCTOR TECHNOLOGY LIMITED (Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

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

We have audited the internal financial controls over financial reporting of Moschip Semiconductor Technology Limited (“the Company”) as of March 31, 2018 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. 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 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 was 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 auditor''s judgement, 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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, to the best of our information and according to the explanations given to us, 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 March 31, 2018, 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..

Annexure B to the Independent Auditors'' Report

(Referred to in Paragraph 1 of the section on “Report on other legal and regulatory requirements” of our Report of even date)

Sl No.	Ref to CARO	Report by Independent Auditors
1	3(I)	Fixed Assets
	3(i)(a)	The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
	3(i)(b)	As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
	3(i)(c)	The company is not holding any immovable properties and hence para 3(i)(c) of the Order is not applicable.
2	3(ii)	Inventories
		As explained to us, the inventories has been physically verified during the year by the management at regular intervals .In our opinion, the frequency of such verification is reasonable.
3	3(iii)	Loans to parties covered by Sec.189 of the Companies Act,2013 ("The Act)
	3(iii)(a) 3(iii)(b) 3(iii)(c)	According to the information and explanation given to us, the company has, during the year, not granted any loans, secured or unsecured to companies, firms, limited liability partnership firms or other parties covered in the register required to be maintained U/s 189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicable to the company.
4	3(iv)	Loans, guarantees, securities to and investments in other companies
		In our opinion and according to the information and explanation given to us, the company has no transactions for compliance u/s 185 and complied with the provisions of Sec. 186 of the Act with respective investments and guarantees.
5	3(v)	Acceptance of deposits
		In our opinion and according to the information and explanation given to us, The company has not accepted any deposits covered by provisions of Sec.73 to 76 of the Act and hence paragraph 3(v) of the Order is not applicable to the company.
6	3(vi)	Maintenance of cost records
		In our opinion and according to the information and explanation given to us, the Central Government has not specified maintenance of cost records u/s 148(1) of the Act.
7	3(vii)	Statutory Dues
	3(vii)(a)	According to the records examined by us, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Employee state insurance, Sales tax, Service tax, Customs duty, Excise duty, Value added tax, cess and other statutory dues where ever applicable. According to the information and explanation given
	3(vii)(b)	According to the information and explanation given to us there are no material dues of statutory dues of Income tax, sales tax, Service tax, Customs duty, Excise duty, Value added tax, cess and other dues have not been deposited..
8	3(viii)	Defaults in repayments to Financial Institutions/Banks/Debenture holders
		The company has borrowed Term loans and working capital loans from banks and has not issued any debentures. According to the information and explanation given to us and based on our verification, the company has not defaulted in the payment/repayments of loans or borrowings to the banks.

9	3(ix)	Initial public offer/further offer In our opinion and according to the information and explanation given to us, the company has not made any initial public offer or further public offer of securities (including debt instruments) and the term loans have been applied by the company during the year for the purposes for which they are raised.
10	3(x)	Frauds by or on the company
		Based upon the audit procedures performed and to the best of our knowledge and according to the information and explanation given to us by the management, we report that no fraud by the company and no material fraud on the company by its officers or employees has been noticed are reported during the course of our audit.
11	3(xi)	Managerial Remuneration
		The company has paid/provided managerial remuneration to its whole time director during the year and in our opinion and according to the information and explanation given to us such managerial remuneration is according with the provisions of section 197 of the Act read with schedule V to the Act.
12	3(xii)	Nidhi company
		In our opinion and according to the information and explanation given to us, the company is not a Nidhi company and hence paragraph 3(xii) of the order is not applicable to the company.
13	3(xiii)	Transactions with Related parties
		As explained to us and as per records of the company, in our opinion the transactions with related parties are in compliance with provisions of section 177 and section 188 of the Act and the details have been disclosed in the financial statements as required by the applicable accounting standards.
14	3(xiv)	Preferential allotment u/s 62 or private placement u/s 42 of the Act
		According to the records of the company it has made preferential allotment of 129,36,000 Warrants fully convertible into equal number of equity shares and effected partial conversion of 62,64,300 Warrants into equal number equity shares was effected during the year. The company has not issued shares on private placement or fully or partly convertible debentures during the year under report. Accordingly paragraph 3(xiv) of the Order is not applicable to the company for making private placement of shares or issuing debentures.
15	3(xv)	Non-cash transactions with director''s u/s 192 of the Act
		According to the records of the company, the company has not entered during the year in to any non cash transactions with directors or directors of its subsidiaries or associate companies or persons connected with him and hence provisions of Sec 192 of the Act and paragraph 3(xv) of the Order is not applicable to the company.
16	3(xvi)	Registration u/s 45-1A of RBI Act,1934
		The company is not required to be registered under section 45-1A of the Reserve bank of India Act, 1934 and hence paragraph 3(xvi) of the order is not applicable to the company.

For S.T. Mohite & Co.,

Chartered Accountants

Firm Regn. No. 011410S

M.T. Sreenivasa Rao

Partner

Membership No 015635

Hyderabad

28 May 2018

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of Moschip Semiconductor Technology Limited, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of 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 of 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 thereunder.

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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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, 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 Subsection 11 of Section 143 of the Companies Act, 2013, we give in the Annexure 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, 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, 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 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, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) 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:

i. The Company does not have any pending litigations which would impact its financial position.

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

As required by the Companies ( Auditor's Report ) Order, 2015 issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Companies Act, 2013 (18 of 2013 ) and on the basis of such checks, as we considered appropriate, we further report that:

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

(b) The fixed assets have been physically verified by the management according to a phased programme designed to cover all assets on rotation basis. In respect of assets verified according to this programme, which is reasonable, no material discrepancies were noticed.

(ii) The company had no physical inventory at any point during the year.

(iii) 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 Companies Act.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of its services.

(v) The company has not accepted deposits from the public covered by the provisions of section 73 or section 76 of the Companies Act.

(vi) We have been informed that as per the Companies (Cost Records and Audit) Amendment Rules, 2014 the company is not required to maintain cost records.

(vii)(a) The company has not been regular in depositing its undisputed statutory dues. As at the end of the year, the amounts outstanding for a period of more than six months from the date they became payable are as under:

TDS on Salaries Rs 13,00,542

Service Tax Rs 8,29,660

According to the explanations and information given to us, apart from the above, there were no other undisputed statutory dues including towards Provident Fund, ESI, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other statutory dues outstanding for a period of more than six months from the date they became payable.

(b) As at the year end there were no dues of income tax, sales tax, wealth tax, service tax or duty of customs or duty of excise, value added tax or cess which have not been deposited on account of any dispute.

(c) There were no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The company's accumulated losses at the end of the financial year were more than fifty percent of its net worth. The company has incurred cash losses in the year under audit. The company had incurred cash losses in the immediately preceding financial year also.

(ix) The Export Packing Credit balance of Rs 1,24,80,409 payable to UCO Bank as at the Balance Sheet date is overdue. There were no dues payable to any financial institution/s during the year.

(x) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The company has not taken any fresh term loans during the year. The Export Packing Credit obtained from UCO Bank in earlier years has been utilized for the intended purpose.

(xii) On the basis of information and explanations given to us no fraud on or by the company has been noticed or reported during the year.

For Gokhale & Co

Chartered Accountants

Firm Regn. No 000942S

Chandrashekhar Gokhale

Partner

Membership No 023839

22 May 2015

---

Mar 31, 2014

We have audited the accompanying financial statements of Moschip Semiconductor Technology Limited, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that day and a 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, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th 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 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 Profit and Loss Account, of the loss for the year ended on that date, and

c. In the case of the Cash Flow Statement of the Cash Flows for the year ended on March 31,2014.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003, issued by the Central Government of India in terms of Subsection (4A) of section 227 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.

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 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 those books;

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

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section of the Companies Act, 2013.

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

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956 (1 of 1956) and on the basis of such checks, as we considered appropriate, we further report that:

i. The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management according to the phased programme designed to cover all assets on rotation basis. In respect of assets verified according to this programme, which is reasonable, no material discrepancies were noticed. The company has not disposed off substantial part of its fixed assets during the period year ended March 31, 2014.

ii. For the year under audit the company had no semiconductor chip sales and its entire revenue is from software services. Hence, the clause relating to inventory is 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 Act.

b. The company has taken unsecured loans and advances from one of its directors as well as its US subsidiary company. The balance outstanding in loan account of director as at March 31, 2014 is Rs.1126.13 Lakhs (including interest of Rs.95.72 Lakhs). The balance outstanding in advance account of US subsidiary as at the year end is Rs 177.75 Lakhs. The advance from subsidiary company is in the nature of trade advance and hence, doesnot carry any interest. The rate of interest and other terms and conditions of the loan from director are, prima facie, not prejudicial to the interests of the company.

iv. In our opinion, and according to the information and explanations given to us, the company has adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of services.

v. Transactions that need to be entered into a register in pursuance of Section 301 of the Act have been entered. In our opinion and based on information and explanations given to us transactions of the value of Rs 5 lakhs or more have been made at prices which are reasonable having regard to the nature of transactions. However, no comparative market prices are available because of the nature of products and services.

vi. The company has not accepted deposits from the public covered by the provisions of section 58 A of the Companies Act.

vii. The company has an internal audit system commensurate with its size and nature of its business.

viii. We have been informed that the company is not required to maintain any cost records under clause (d) of sub-section (1) of Section 209 of the Act.

ix. The company is generally regular in depositing the Provident Fund and ESI dues with the appropriate authorities. According to the explanations and information given to the following statutory dues were outstanding for a period of more than six months from the date they became payable.

Taxes Deducted at Source - Rs. 29,26,120

Service Tax - Rs. 6,30,185

As at the year end there were no other undisputed statutory dues including Investor Education and Protection Fund, ESI, Income- tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty etc outstanding for a period of more than six months from the date they became payable.

x. The company''s accumulated losses at the end of the financial year were more than fifty percent of its net worth. The company has incurred cash losses in the year under audit. The company had incurred cash losses in the immediately preceding financial year also.

xi. The Export Packing Credit balance of Rs 2.02 Crores payable to UCO Bank as at the Balance Sheet date is overdue. There were no dues payable to any financial institution/s during the year.

xii. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The company has not given any guarantee for loans taken by others from bank or financial institutions.

xiv. No part of the funds raised on short-term basis have been used for long-term investments.

xv. During the year under audit the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act.

xvi. On the basis of information and explanations given to us no fraud on or by the company has been noticed or reported during the year under audit.

The other clauses of the order are not applicable to the company for the period under audit.

For Gokhale & Co.

Chartered Accountants

Chandrashekhar Gokhale

Partner

Membership No 23839

29 May 2014 Firm Regn. No 000942S

---

Mar 31, 2012

We have audited the attached Balance Sheet of MosChip Semiconductor Technology Limited, Hyderabad as at March 31, 2012 and 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 company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 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.

2. Further to our comments in the annexure referred to in paragraph 1 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 those books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the Directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that, none of the directors is disqualified as on March 31, 2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, 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 March 31, 2012

ii) In the case of the Profit & Loss Account, of the Loss of the company for the year ended on March 31, 2012; and

iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on March 31, 2012

ANNEXURE

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956 (1 of 1956) and on the basis of such checks, as we considered appropriate, we further report that:

(i) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management according to the phased programme designed to cover all assets on rotation basis. In respect of assets verified according to this programme, which is reasonable, no material discrepancies were noticed. The company has not disposed off substantial part of its fixed assets during the year.

(ii) The company is not holding any inventory in its premises and all the purchases made, which are imported from abroad, are directly dispatched from the customs ware house to the customers abroad. The company had no year end inventory on hand. Proper records relating to inventory have been maintained by the company.

(iii) (a) The company has not taken any loans or advances from parties listed in the register maintained under section 301 of The Companies Act.

(b) The company had taken unsecured loan from one of its directors in an earlier year. The entire outstanding balance of Rs 1.60 crores has been repaid during the year.

(iv) In our opinion, and according to the information and explanations given to us, the company has adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) Transactions that need to be entered into a register in pursuance of Section 301 of the Act have been entered. In our opinion and based on information and explanations given to us transactions of the value of Rs 5 lakhs or more have been made at prices which are reasonable having regard to the nature of transactions. However, no comparative market prices are available because of the nature of products and services.

(vi) The company has not accepted deposits from the public covered by the provisions of section 58 A of the Companies Act.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) The company is not required to maintain any cost records under clause (d) of sub-section (1) of Section 209 of the Act.

(ix) The company is regular in depositing the Provident Fund and ESI dues with the appropriate authorities. According to the explanations and information given to us there were no undisputed statutory dues including Investor Education and Protection Fund, ESI, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty etc outstanding for a period of more than six months from the date they became payable.

(x) The company's accumulated losses at the end of the financial year were more than fifty percent of its net worth. The company has not incurred cash losses in the financial year under audit. However, the company had incurred cash losses in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to its Bank. There were no dues payable to any financial institution/s during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xiv) No part of the funds raised on short-term basis have been used for long-term investments.

(xv) During the year the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act.

(xvi) On the basis of information and explanations given to us no fraud on or by the company has been noticed or reported during the year.

The other clauses of the order are not applicable to the company for the year under audit.

For Gokhale & Co.

Chartered Accountants

Chandrashekhar Gokhale

Partner

Membership No 23839

21 May 2012 Firm Regn. No 000942S

---

Mar 31, 2010

We have audited the attached Balance Sheet of MosChip Semiconductor Technology Limited, Hyderabad as at March 31, 2010 and 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report ) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 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.

2. In the Balance Sheet, an amount of Rs 37,55,79,087 is being reflected as investment made by the company in its wholly owned unlisted subsidiary company MosChip Semiconductor Technology, USA (formerly NetMos Technology Inc, USA). The investment is being carried at cost. The subsidiary company has a negative networth as per the audited financial statements as at March 31, 2010. No provision has been made by the company for the erosion in value of this investment.

3. Further to our comments in the annexure referred to in paragraph 1, and subject to what is stated in paragraph 2 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 those books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the Directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that, none of the directors is disqualified as on March 31, 2010 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, 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 March 31, 2010

ii) In the case of the Profit & Loss Account, of the Loss of the company for the year ended on March 31, 2010; and

iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on March 31, 2010

ANNEXURE

As required by the Companies ( Auditors Report ) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956 ( 1 of 1956 ) and on the basis of such checks, as we considered appropriate, we further report that:

(i) The company is maintaining proper records

showing full particulars, including quantitative details and situation of fixed assets. The fixed assets have been physically verified by the management according to the phased programme designed to cover all assets on rotation basis. In respect of assets verified according to this programme, which is reasonable, no material discrepancies were noticed. The company has not disposed off substantial part of its fixed assets during the year.

(ii) The company is not holding any inventory in its premises and all the purchases made, which are imported from abroad, are directly dispatched from the customs ware house to the customers abroad. The company had no year end inventory on hand. Proper records relating to inventory have been maintained by the company.

(iii) (a) During the year under audit the company has advanced an amount of Rs 2 crores as unsecured loan to its wholly owned subsidiary company MosChip Semiconductor Technology, USA. The rate of interest and other terms and conditions of this loan are, prima facie, not prejudicial to the interests of the company.

(b) During the year under audit the company has taken unsecured loan of Rs 1 crore from one of its directors. The rate of interest and other terms and conditions of this loan are, prima facie, not prejudicial to the interests of the company.

(iv) In our opinion, and according to the information and explanations given to us, the company has adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) Transactions that need to be entered into a register in pursuance of Section 301 of the Act have been entered. In our opinion and based on information and explanations given to us transactions of the value of Rs 5 lakhs or more have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The company has not accepted deposits from the public covered by the provisions of section 58 A of the Companies Act.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) The company is not required to maintain any cost records under clause (d) of sub-section (1) of Section 209 of the Act.

(ix) The company is regular in depositing the Provident Fund and ESI dues with the appropriate authorities. According to the explanations and information given to us there were no undisputed statutory dues including Investor Education and Protection Fund, ESI, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty etc outstanding for a period of more than six months from the date they became payable.

(x) The companys accumulated losses at the end of the financial year were more than fifty percent of its net worth. The company has incurred cash losses in the financial year under audit as well as in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to its Bank. There were no dues payable to any financial institution/s during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company has not given any guarantee for loans taken by others from bank or financial institutions.

(xiv) No part of the funds raised on short-term basis have been used for long-term investments.

(xv) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act.

(xvi) On the basis of information and explanations given to us no fraud on or by the company has been noticed or reported during the year.

The other clauses of the order are not applicable to the company for the year under audit.



For Gokhale & Co.,

Chartered Accountants

Chandrashekhar Gokhale

Partner

Place: Hyderabad Membership No. 23839

Date: 14 May 2010 Firm Regn. No.000942S