Auditor Report of Rossell Techsys Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Rossell Techsys Limited (“the Company”),
having its registered office at “Jindal Towers, Block-B, 4^th Floor,
21/1a/3,Darga Road, Kolkata - 700017, West Bengal, India
which comprise the Balance Sheet as at 31^st March 2025,
the Statement of Profit and Loss, the Cash Flow Statement
and the Statement of Changes in Equity for the year then
ended, and a summary of the material 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 (‘Act’) in the manner
so required and give a true and fair view in conformity with
the accounting principles generally accepted in India including
Indian Accounting Standards (‘Ind AS’) specified under section
133 of the Act, of the state of affairs of the Company as at
31^st March 2025, and its profit, total comprehensive income
, its cash flows and the changes in equity 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
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
Standalone financial statements under the provisions of the
Act 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.

Key Audit Matters

Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters.

We have no reportable Key Audit Matters.

Emphasis of Matter

We draw attention to Note 1, titled “Basis of Preparation,” in
the Standalone Financial Statements, wherein it stated that
the company continues to operate using the registrations,
approvals, certificates, bank accounts, and loan facilities of
the demerged entity (Rossell India Limited).

Management has stated that the necessary steps for the
formal transfer of these registrations, approvals, certificates,
bank accounts, and loan facilities are in progress as of the
Balance Sheet date. Accordingly, the Standalone Financial
Statements have been prepared in compliance with the
conceptual framework for financial reporting under Indian
Accounting Standards (Ind AS), as referenced in Paragraph
15 of Ind AS 1 - Presentation of Financial Statements. This
framework prioritizes the substance of transactions over their
form, ensuring that the financial statements accurately reflect
the economic reality of the demerger.

Our opinion is not modified in respect of the above matters

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

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in Annual Report to the Shareholders but does not
include the standalone financial statements and our auditor''s
report thereon. The Annual Report to the Shareholders is
expected to be made available to us after the date of this
Auditor''s Report.

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
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone 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.

Responsibilities of Management and Those charged with
governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the state of affairs (financial
position), profit or loss (financial performance) changes
in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India,

including the 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 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 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 either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

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

Auditor’s Responsibilities for the Audit of the Standalone
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 Standards on Auditing 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 Standards on Auditing,
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 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 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, 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.

Other Matters

The Standalone Financial Statement includes comparative
figures as at and for the year ended March 31, 2024, which
have been extracted from the Restated Standalone Financial
Information prepared by the Company and examined by us
for inclusion in the Draft Information Memorandum (“IM”)
pertaining to the proposed listing of the Company’s equity
shares pursuant to the demerger approved by the Hon’ble
National Company Law Tribunal (NCLT), Kolkata Bench. The
Board of Directors approved the said Restated Standalone
Financial Information at their meeting on September 25,
2024. These financials were prepared in compliance with
the requirements of the ICDR Regulations and the Guidance

Note on Reports in Company Prospectuses (Revised 2019), as
amended, issued by the Institute of Chartered Accountants of
India (ICAI) (the “Guidance Note”).

Our opinion is not modified in respect of the above matters
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
in terms of Section 143(11) 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, 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
purpose of our audit;

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

(c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, 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 Ind AS specified under
section 133 of the Act;

(e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
are 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 adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure
B”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of
the Company’s internal financial controls with
reference to Standalone 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 did not have any pending
litigations as at March 31 2025;

(ii) The company did not have any long-term
contracts including derivatives contracts for
which there were any material foreseeable
losses as at March 31 2025;

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

(iv) (a) The Management has represented

that, to the best of its knowledge
and belief, 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) The Company has not declared any
dividend during the year;

(vi) Based on our examination, which
included test checks, the Company has
used accounting software systems 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 Raghavan, Chaudhuri & Narayanan

Chartered Accountants
Firm’s Registration No.: 007761S

V. Sathyanarayanan

Partner

Membership No. 027716
UDIN : 25027716BMIIMZ6626

Date : 27th May, 2025
Place : Bengaluru