Auditor Report of Spectrum Talent Management Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of M/s SPECTRUM TALENT MANAGEMENT
LIMITED (''the Company''), which comprises the Standalone
Balance Sheet as at 31 March 2025, the Standalone Statement of
Profit and Loss, the Standalone 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 (''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 (financial position) of the Company as at March 31,
2025, its profit and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit 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 standalone
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 financial statements.

EMPHASIS OF MATTER

We draw attention to the following matter in the Notes to the
financial statements:

a) Note No. 34 of the financial statements, which discloses that
during the year, the Company received an order from the
CGST Commissionerate imposing a GST penalty of ''288.26
million in connection with manpower services provided
to M/s HDFC Ergo General Insurance Company Ltd. for the
period from July 2017 to March 2023. The Company has
contested the demand and filed an appeal with the Appellate
Authority. Based on legal advice obtained and pending final
adjudication, the management believes that the resolution
of the matter will not have a material impact on the financial
statements.

Our Opinion is not modified in respect of the above matter.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Standalone
financial statements of the current year. These matters were
addressed in the context of our audit of the Standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. For
each matter below, our description of how our audit addressed
the matter is provided in that context. We have determined
the matters described below to be the key audit matters to be
communicated in our report:

REVENUE RECOGNITION (REFER NOTE 18 & 24 TO THE
STANDALONE FINANCIAL STATEMENTS)

Key Audit Matter	How the matter was addressed in our audit
Revenue recognition:	Principal audit procedures
Revenue from Manpower	performed:
supply and related services	Our audit approach was a
is recognized over the time	combination of test of controls
as the related services are	and substantive procedures
performed in accordance	which included amongst
with contractual terms. The	others the following:
Company''s invoicing cycle is	• Tested the effectiveness
on contractual pre-determined	of controls relating to
dates and recognized as	accuracy and occurrence
receivables based on customer	of unbilled revenues.
acceptances for delivery of work/ attendance of resource.	• For a sample of contract:
Revenue for the post billing	i) Tested revenue
period is recognized as unbilled revenues. Unbilled revenues are invoiced subsequent to the year-end based on customer	recognition by agreeing key terms used for recording revenue with terms in the signed contracts
acceptances.	and confirmation
We considered recording of unbilled revenues relating to staffing services as a key audit matter as there is a significant judgement applied	received from customers for efforts incurred / resources deployed.
by the Company to ensure that	ii) Tested unbilled
revenue is recorded based on	revenues with
(1) contractual terms and (2)	subsequent
attendance estimated for the	invoicing based
period from the last billing	on customer
date to the year-end based on prior months attendance records.	acceptances.

DEFERRED TAX ASSETS (REFER NOTE 15 TO THE
STANDALONE FINANCIAL STATEMENTS)

Key Audit Matter	How the matter was addressed in our audit
The carrying amount of the	Our audit procedures
deferred tax assets represents	included:
3.22% of the Company''s total	• Through discussions
assets.	with management,
Recognition and	we understood the
measurement of deferred tax	Company''s process for
assets	recording deferred tax
The Company has recognized	assets;
substantial deferred tax assets	• We have obtained the
relating to tax deductions under	approved business
Section 80JJAA of the Income	plans, projected
Tax Act, 1961, along with other	profitability statements
temporary differences, as	for the existing projects
detailed in Note 15.	and the future projects
The recognition of deferred	which are confirmed
tax assets involves judgment	through definitive
regarding the likelihood of	agreements;
the reasonable certainty of	• We have performed
realisation of these assets, in	sensitivity analysis
particular whether there will be	and inquired into the
taxable profits in future periods	basis of the projections
that support recognition of these	for the reasonable
assets.	certainty of utilisation
Management records deferred	of the un-utilized
tax assets in respect of tax	benefit of 80JJAA and
deduction u/s 80JJAA in	therefore recognition of
cases where it is reasonably	deferred tax assets; and
certain based on the projected	• We tested the
profitability determined on the	underlying data for the
basis of approved business plans	key deferred tax and tax
that sufficient taxable income will be available to utilize benefit of 80JJAA.	provision calculations.

INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITOR''S REPORT
THEREON

The Company''s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company''s Annual
Report but does not include the Standalone financial statements
and our auditor''s report thereon. These are expected to be made
available to us after the date of the 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 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 in other information, we are required
to communicate the matter to those charged with governance
as required under SA 720 ''The Auditor''s responsibilities Relating to
Other Information.

MANAGEMENT''S RESPONSILBILITY 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 state of affairs
(financial position), profit or loss (financial performance) and
Cash flows of the Company in accordance with the accounting
principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
implementation and maintenance of 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
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 is also responsible for overseeing the
company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF
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 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 control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3X0 of the Companies
Act, 2013, we are also responsible for expressing our opinion
on whether the company has adequate internal financial
control 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 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 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.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

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

(A) 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 Standalone Financial Statements 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 Standard
specified under section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on 31^st March 2025 and 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 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
over financial reporting.

(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:

i. The Company has, to the extent ascertainable, disclosed
the impact of pending litigations on its financial position
in its financial statements - Refer Note 34 to the financial
statements;

ii. The Company does not have any material foreseeable
losses on long term contracts including derivative
contracts which would impact its financial position;

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, as disclosed in
Note 47(c) to the financial statements, 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 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, as disclosed in
Note 47(c) to the financial statements, no funds
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 (a) and (b) above, contain any
material misstatement.

v. The Company has not declared or paid any dividend
during the year and has not proposed final dividend for
the year.

vi. Based on our examination which included test checks,
the company has used an accounting software for
maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same
has enabled and 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.
Additionally, the audit trail has been preserved by the
company as per the statutory requirements for record
retention.

(C) With respect to the matter 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 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.

For B. CHHAWCHHARIA & CO.

Chartered Accountants
Firm Registration No. 305123E

Abhishek Gupta
Partner

Membership No. 529082

Date: 27^th May, 2025

Place: New Delhi

UDIN: 25529082BMIZYW9904

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Mar 31, 2024

We have audited the accompanying financial statements of M/s SPECTRUM TALENT MANAGEMENT LIMITED (Formerly known as Spectrum Talent Management Private Limited) (''the Company''), which comprises the Standalone Balance Sheet as at 31 March 2024, the Standalone Statement of Profit and Loss, the Standalone 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 (''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 (financial position) of the Company as at March 31, 2024, its profit and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit 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 standalone 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 financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone financial statements of the current year. These matters were addressed in the context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report:

Revenue recognition (refer note 16 & 21 to the standalone financial statements)

Key Audit Matter	How the matter was addressed in our audit
Revenue recognition: Revenue from Manpower supply, Recruitment and related services is recognized as the related services are performed in accordance with contractual terms. The Company''s invoicing cycle is on contractual pre-determined dates and recognized as receivables based on customer acceptances for delivery of work/ attendance of resource. Revenue for the post billing period is recognized as unbilled revenues. Unbilled revenues are invoiced subsequent to the year-end based on customer acceptances. We considered recording of unbilled revenues relating to staffing services as a key audit matter as there is a significant judgement applied by the Company to ensure that revenue is recorded based on (1) contractual terms and (2) attendance estimated for the period from the last billing date to the year-end based on prior months attendance records.	Principal audit procedures performed: Our audit approach was a combination of test of controls and substantive procedures which included amongst others the following: • Tested the effectiveness of controls relating to accuracy and occurrence of unbilled revenues. • For a sample of contract: i) Tested revenue recognition by agreeing key terms used for recording revenue with terms in the signed contracts and confirmation received from customers for efforts incurred / resources deployed. ii) Tested unbilled revenues with subsequent invoicing based on customer acceptances
Deferred Tax Assets (refer note 13 to the standalone financial statements)
The carrying amount of the deferred tax assets represents 4.46% of the Company''s total assets. Recognition and measurement of deferred tax assets The Company has major deferred tax assets in respect of tax deduction U/S 80JJAA of Income tax Act, 1962 and other temporary differences, as set out in note 11. The recognition of deferred tax assets involves judgment regarding the likelihood of the reasonable certainty of realisation of these assets, in particular whether there will be taxable profits in future periods that support recognition of these assets. Management records deferred tax assets in respect of tax deduction U/S 80JJAA in cases where it is reasonably certain based on the projected profitability determined on the basis of approved business plans that sufficient taxable income will be available to utilize benefit of 80JJAA.	Our audit procedures included: • Through discussions with management, we understood the Company''s process for recording deferred tax assets; • We have obtained the approved business plans, projected profitability statements for the existing projects and the future projects which are confirmed through definitive agreements; • We have performed sensitivity analysis and inquired into the basis of the projections for the reasonable certainty of utilisation of the un-utilized benefit of 80JJAA and therefore recognition of deferred tax assets; and • We tested the underlying data for the key deferred tax and tax provision calculations.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual 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 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 RESPONSILBILITY 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 state of affairs (financial position), profit or loss (financial performance) and Cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 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 is also responsible for overseeing the company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF 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 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 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 control 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 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 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

(A) 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 Standalone Financial Statements 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 Standard 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 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 st 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 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 over financial reporting.

(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:

i. The Company has, to the extent ascertainable,

disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 to the financial statements;

ii. The Company does not have any material foreseeable losses on long term contracts including derivative contracts which would impact its financial position;

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, as disclosed in Note 45(c) to the financial statements, 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 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, as disclosed in Note 45(c) to the financial statements, no funds 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 (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

Vi Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has enabled and operated with effect from 21st July, 2023 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. Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

(C) With respect to the matter 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 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.

For B. CHHAWCHHARIA & CO.

Chartered Accountants Firm Registration No. 305123E

Abhishek Gupta

Partner

Membership No. 529082

Date: 25th May, 2024

Place: New Delhi

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Mar 31, 2023

Spectrum Talent Management Limited (Formerly known as Spectrum Talent Management Private Limited)

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying financial statements of M/s SPECTRUM TALENT MANAGEMENT LIMITED (Formerly known as Spectrum Talent Management Private Limited) (''the Company''), which comprises the Standalone Balance Sheet as at 31 March 2023, the Standalone Statement of Profit and Loss, the Standalone Statement of Cash Flows 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 (''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 (financial position) of the Company as at March 31,2023, its profit and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit 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 standalone 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 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 other information. The other information

comprises the information included in the Company''s annual 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 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 RESPONSILBILITY 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 state of affairs (financial position), profit or loss (financial performance) and Cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 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 is also responsible for overseeing the company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF 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 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 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 control 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 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 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

(A) 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 Standalone Financial Statements 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 Standard 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 2023 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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 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 over financial reporting.

(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:

i. The details of pending litigations have been disclosed in Note No. 28(3)- Contingent Liabilities;

ii. The Company does not have any material foreseeable losses on long term contracts including derivative contracts which would impact its financial position;

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 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 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 (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. As proviso to rule 3(1) of the Companies (Accounts), Rules, 2014 is applicable for the Company w.e.f. April 1, 2023, reporting under this clause is not applicable.

(C) With respect to the matter 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 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.

For B. CHHAWCHHARIA & CO.

Chartered Accountants Firm Registration No. 305123E

Abhishek Gupta Partner

Membership No. 529082

Date: 12th July, 2023

Place: New Delhi