Auditor Report of Share Samadhan Ltd.

Mar 31, 2025

SHARE SAMADHAN LIMITED

Report oil the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying financial statements of SHARE SAMADHAN LIMITED (."the company"), which comprise the Balance Sheet as at 31 March, 2025, and the Statement of Profit and Loss for the year then ended, the Cash Flow Statement for the year then ended and notes to the financial statements, including 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 ("the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2021, and other accounting principles generally accepted in India ,of the state of affairs of the company as at 31st March, 2025, its profit and cash flow statement 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 specified under section 143[10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility 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 (ICA1) 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 Code of Ethics.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

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

1. Unquoted Investments and Advances Description:

As at March 31, 2025, the Company holds significant unquoted investments [notably 110,300 thousand in Compulsorily Convertible Debentures of ERDAC Solutions Private Limited) and substantial short-term loans and advances (T70,439.65 thousand), as disclosed in Notes 12 and 17. The valuation and recoverability of these assets involve significant management judgment, including assessment ofcredit risk, future cash flows, and absence of active market prices. This area is material and subject to estimation uncertainty.

Audit Response:

• Reviewed investment agreements, board minutes, and management''s assessment of fair value and recoverability.

• For advances, tested a sample of underlying agreements, assessed business rationale, and evaluated counterparty creditworthiness.

• Verified subsequent receipts and assessed adequacy of provisions for doubtful advances/investments.

2. Deployment of IPO Proceeds and Operational Performance Description:

During the year, the Compan/s balance sheet expanded significantly following its IPO, with cash and cash equivalents increasingto ^163,545.79 thousand and total assets to Rs.344,140.10 thousand. However, revenue from operations remained flat (?88,714.69 thousand vs. Rs.92,823.54 thousand in the previous year) and profit before tax declined (129.904.04 thousand vs. Rs.50,877.07 thousand). The deployment of IPO funds and the disconnect between capital infusion and operational performance was a key focus area.

Audit Response:

• Discussed with management and the Audit Committee the business strategy deploying IPO funds and reasons fornerformance trend":

• Verified recognition and completeness of other income (notably interest from FDs).

• Tested significant transactions, including settlement of prior-year advances.

• Assessed adequacy of disclosures regarding the Company''s post-IPO position and future plans.

3. Revenue Recognition from Advisory and Recovery Services Description:

The Company derives revenue primarily from professional service charges for investment recovery and consultation. Given the complexity of contracts, the risk of incorrect cut-off, and the significant proportion of revenue recognized at period-end, there is a risk of misstatement in revenue recognition, particularly with respect to the timing and completeness of revenue.

Audit Response:

• evaluated the design and tested the operating effectiveness of controls over revenue recognition, including contract review and approval.

• Performed substantive testing of a sample of contracts and invoices, focusing on period-end transactions arid cut-off.

• Performed analytical procedures on revenue trends and compared with prior periods and budgets.

• Obtained direct confirmations from major customers for outstanding receivables and revenue transactions.

• Assessed the adequacy of disclosures in the financial statements.

4. Recoverability and Valuation of Short-Term Advances and Trade Receivables Description;

As at March 31, 2025, the Company''s balance sheet includes significant short-term loans and advances (^70,439.65 thousand) and trade receivables (T31,895.52 thousand). The recoverability of these balances is subject to management judgment.

Audit Response: ffvif

IN/ Ne

• Evaluated the design and tested the operating effectiveness of controls over cre^Wric assessment and monitoring of advances and receivables,

• Reviewed subsequent receipts and correspondence with counterparties.

¦ Assessed the adequacy of provisions for doubtful debts and advances, including management''s estimation of expected credit losses.

¦ Evaluated the adequacy of disclosures in the financial statements.

Emphasis of Matter

We draw attention to the following notes to the financial statements:

• The utilization of proceeds from the Initial Public Offering (IPO) completed during the previous year. As at the reporting date, the Company has partially utilized the funds in accordance with the objects stated in the offer document. The balance unutilized amount, amounting to ?144,786.75 thousand, has been temporarily parked in fixed deposit accounts with scheduled commercial banks. Management has represented that such utilization is in compliance with applicable regulatory requirements and the funds will be deployed as per the stated objects. Our opinion is not modified in respect of this matter.

• The accounting treatment of expenses incurred in connection with the IPO. The Company has adjusted such expenses against the securities premium account, in accordance with the applicable provisions of the Companies Act, 2013. Management has represented that this treatment is in line with the relevant statutory requirements and applicable accounting framework. Our opinion is not modified in respect of this matter

• The issue of Bonus Shares by the Company during the year by capitalizing its reserves. This non-cash transaction has altered the capital structure and affects the earnings per share computation. Our opinion is not modified in respect of this matter.

Material Uncertainty Related to Going Concern

We have evaluated the Company''s ability to continue as a going concern in accordance with SA 570 (Revised). Based on the audit procedures performed, including review of cash flow forecasts, analysis of the Company''s significant cash and fixed deposit balances (?163,545.79 thousand as at March 31, 2025), and discussions with management, we did not identify any materia! uncertainty that may cast significant doubt on the Company''s ability to continue as going concern for a period of at least twelve months from the balance sheet date

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 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 AS and other accounting principles generally accepted in India specified under section 133 of the Act. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments anti estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, 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.

The Board of Directors are also 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 clue 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 control 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 Lhe 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 the management.

• Conclude on the appropriateness of management''s use of tire 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.

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.

Information Other than the 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 the report on Shareholder information and Report of the Board of Directors, but does not include the 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.

Report on Other Legal and Regulatory Requirements

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

2. (A) As required by section 143(3) of the Act, based on our audit we report to the extent applicable 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 and the Statement of Profit and Loss Account and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

the basis of the written representations received from the directors as on 31

March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31 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 with reference to these financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure A” to this report;

g) with respect to the other matters to be included in the Auditor''s report in accordance with the requirements of section 197 of the Act, as amended.

h) 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 director during the year is in accordance with the provisions of section 197 of the Act,

(B) 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:

a] The Company does not have any pending litigations which would impact its financial position;

b] The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

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

d] The Management has represented that, to the best of its knowledge and belief, to the Financial Statements, no funds (which are material either individually or in 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.

e] The management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) have been received by the company from any person or entity, including foreign eiURj^TFunding Parties”), with the understanding, whether, directly or lndirect!v^»^^^^est in other'' persons or entities identified in any manner whatsoevsyfey"{rr onVeJJSklf of

the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

f) 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.

g] The company neither has declared nor paid any dividend during the year, accordingly the provision of section 123 of the Act are not applicable to the company.

h) Based on our examination, which includes test checks, the company has used accounting software for maintaining its books of accounts for the financial year ended 31st March 2025 which has a feature of recording audit trail (edit log) facility and 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 came across any instance ofthe.audit trail feature being tampered with. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.