Auditor Report of Richa Info Systems Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of RICHA INFOSYSTEMS LIMITED
which comprise the Balance Sheet as at 31^st March, 2025, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of significant accounting policies
and other explanatory information.

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 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 on 31^st March,2025 , and its
profit/loss and its cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Companies
Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the 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.

There are no Key Audit Matters Reportable as per SA 701 issued by the ICA1.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Management Discussion and Analysis,
Board’s Report including Annexures to Board’s Report, but does not include the financial statements

and our auditor’s report thereon. These reports are expected to be made available to us after the date
of our auditor’s report. 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 identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the 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.

Management''s Responsibility for the Financial Statements

Management is responsible for the matters stated in section 134(5) of the Companies Act,
2013("the Act") with respect to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India including accounting
standards referred to in section 133 of the Act, as applicable.

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.

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

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

Auditor''s Responsibility

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 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 control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the standalone 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 section 143(11] of the Act, we give in "Annexure A", a statement on
the matter specified in the paragraph 3 and 4 of the Order.

2. As required under provisions of section 143(3] ofthe Companies Act, 2013, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge
and belief where 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 subject to our ongoing report;

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

d. In our opinion, the aforesaid Financial Statement comply with the Accounting Standards
specified under Section 133 of Act, read with relevant rule issued thereunder.

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

f. With respect to the adequacy of the internal financial controls over financial reporting of
the company and operating effectiveness of such controls, referred to our separate
report in Annexure B”. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s internal financial controls over financial
reporting

g. With respect to the other matters to be included in the Auditors Report in accordance with
the requirements of section 197(16] ofthe 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 directors during the year
is in accordance with the provisions of section 197 of the act except Sitting fees
payable to Independent Director of the company has not been accounted for in
books of the company.

h. With respect to other matters to be included in the Auditor’s Report in accordance with
Rule 11 ofthe Companies (Audit and Auditor] Rules, 2014, in our opinion and to the best of
our knowledge and belief and accordingto the information and explanations given to us:

(a) The Company does not have any pending litigations except as mentioned below
as per Annexure A at 31^st March 2025 on its financial position in its financial
statement,

(b) The Company did not have any long-term and derivative contracts as at March 31, 2025.

(c) There has been no delay in transferring amounts, require to be transferred, the
Investor Education and Protection Fund by the Company during the year ended March
31,2025.

i. (a) The management has represented that, to the best of its knowledge and belief, no binds
have been advanced or loaned or invested [either from borrowed funds or share premium
or any other sources or kind of funds] by the company to or in any other persons or entities,
including foreign entities ("Intermediaries"], with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, 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
have been received by the company from any persons or entities, including foreign entities
("Funding Parties"], with the understanding, whether recorded in writing or otherwise,
that the company shall, 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; and

(c) Based on the audit procedures that were 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 (a) and (b) contain any material misstatement

j. The Company has not paid any dividends during the year and hence, the provisions of
Section 123 of the Act are not applicable to the Company.

For and on behalf of

Patel Iain & Associates

Chartered Accountants

Firm’s registration number: 129797W

VIVFK RHATT
Partner

Membership number: 193504
Place: AIIMEDABAD
Date: 30/04/2025
UDIN:25193504BMGYQM3898

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Mar 31, 2024

We have audited the accompanying financial statements of RICHA INFOSYSTEMS LIMITED which comprise the
Balance Sheet as at 31st March, 2024, and the Statement of Profit and Loss and Cash Flow Statement for the
year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements:

a) are presented in accordance with the information required by the Companies Act, 2013 (the ''Acf);

b) do not represent a true and fair view in conformity with the accounting standards prescribed under section
133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the
Company as at 31 March 2024, and its profit and its cash flows for the year ended on that date.

Basis for Adverse Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. 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
together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.

1. The company has an outstanding demand of Rs. 17.00 Lakhs in respect of payment of TDS on the
TRACES portal of Income Tax department from Financial Year 2016-17 till Financial Year 2022-23.
Further the company has neither filed the returns nor disbursed the liability of TDS related to
Financial Year 2023-24, which further enhances the liability of the company in respect of the
outstanding liability and the amount of interest and penalty on outstanding payment as well.

2. We had audited the transactions of the company which were carried in the normal course of
business, however we arrived at the conclusion that out of the total sales of Rs. 39.13 Crores for the
Financial Year 2023-24, 16.23% of the sales i.e., Rs. 6.35 Crores have been made to related parties in
which the directors of the company either directly or indirectly related.

3. The company has made sales of Rs 15.24 crores to a single party which constitutes 38.94% of total
sales of the company and we are not in a position to verify the sales transactions made by the
company.

4. Out of sales of Rs 39.13 crores, around Rs 7.10 crores sales were made to parties to whom purchases
of Rs 10.73 crores has also been made and hence we are unable to comment on the genuineness on
the said transactions of the company.

5. Out of the total outstanding debtors of Rs. 27.08 crores, the company has receivables of Rs 19.44

crores from related parties only which constitutes 71.79% of total receivables. Further outstanding
payables to related parties constitute 91.91% by contributing 18.75 crores out of 20.4 crores payable
by the company.

6. The company has defaulted in filing TDS returns from Quarter 2 to Quarter 4 of Financial Year 2023¬
24 and still the default has not been made good.

7. Company has not maintained proper records that defines the MSME status of the creditors and hence
we are unable to comment on the timely payments made to the creditors.

8. Proper stock records had not been maintained by the company. We have relied on the figures of the
closing stock that have been certified by the management of the company.

9. Although all the statutory payments related to Provident Fund Contribution, Employee State
Insurance Contribution and payment towards Professional Tax has been disbursed to the credit of
Central Government, but the company has delayed in the clearance of the statutory dues.

10. Sitting fees payable to Independent Director of the company has not been accounted for in books of
the company.

11. The amount of loans advanced by the company could not be verified since many of the advances
were carried forward from past few years and the management was unable to justify the balances of
the advances standing in books of accounts.

12. In absence of relevant details with regards to the depreciable assets we are unable to verify the
calculation of depreciation charged on the assets of the company neither for the current year nor for
previous year and hence we solely rely on the figures provided by management of the company.

13. The company has incurred a loss of Rs 2.20 crores on sale of a corporate building during the year,
however the loss has been booked against the retained earnings of the company.

Key Audit Matters

Key audit matters 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.

There are no Key Audit Matters Reportable as per SA 701 issued by the ICAI.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board''s Report
including Annexures to Board’s Report, but does not include the financial statements and our auditor''s report
thereon. These reports are expected to be made available to us after the date of our auditor''s report.

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
identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material
misstatement therein, we are required to communicate the matter to those charged with governance and
determine the actions under the applicable laws and regulations.

Management''s Responsibility for the Financial Statements

Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013("the Act") with
respect to the preparation of these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally
accepted in India including accounting standards referred to in section 133 of the Act, as applicable.

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.

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

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

Auditor''s Responsibility

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 standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We are 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 control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are
also responsible for expressing our opinion on whether the company has adequate internal financial
controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s
report to the related disclosures in the standalone 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 section 143(11) of the Act, we give in "Annexure A", a statement on the
matter specified in the paragraph 3 and 4 of the Order.

2. As required under provisions of section 143(3) of the Companies Act, 2013, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge
and belief where necessary for the purposes of our audit and to enable us to express our
opinion on financial statements.

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 subject to our ongoing report;

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

d. In our opinion, the aforesaid Financial Statement do not comply in all material aspects with
the Accounting Standards specified under Section 133 of Act, read with relevant rule issued
thereunder.

e. On the basis of written representations received from the directors as on March 31, 2024,
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2024, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of
the company and operating effectiveness of such controls, referred to our separate
report in Annexure B". Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s internal financial controls over financial
reporting

g. With respect to the other matters to be included in the Auditors 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 explanation 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 except Sitting fees payable to Independent
Director of the company has not been accounted for in books of the company.

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

(a) The Company does not have any pending litigations except as mentioned below
as per Annexure A at 31^st March 2024 on its financial position in its financial
statement,

(b) The Company did not have any long-term and derivative contracts as at March 31, 2024.

(c) There has been no delay in transferring amounts, require to be transferred, the
Investor Education and Protection Fund by the Company during the year ended March
31, 2024.

i. (a) The management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the company to or in any other persons or entities,
including foreign entities ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, 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
have been received by the company from any persons or entities, including foreign entities
("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that
the company shall, 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; and

(c) Based on the audit procedures that were 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 (a) and (b) contain any material misstatement

j. The Company has not paid any dividends during the year and hence, the provisions of
Section 123 of the Act are not applicable to the Company.

For and on behalf of

M. B. JAJODIA & ASSOCIATES

Chartered Accountants

Firm''s registration number: 139647W

MANOJ JAJODIA
Partner

Membership number: 162116
Place: AHMEDABAD
Date: 30/05/2024
UDIN:24162116BKBGYV6373