Auditor Report of Vertexplus Technologies Ltd.

Mar 31, 2025

VERTEXPLUS TECHNOLOGIES LIMITED

OPINION

We have audited the accompanying Standalone Financial Statements of VERTEXPLUS TECHNOLOGIES LIMITED ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss for the year ended on March 31, 2025, the Standalone Statement Cash flow statement for the year 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 Standalone 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 Standards prescribed under Section 133 of the Act & other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its Profit/(loss) and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Financial Statements in accordance with the standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those standards are further described in the Auditor''s responsibilities for the audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Standalone financial statements under the provision of the Act, and the

Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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 Standalone financial statements of the current period. These matters were addressed in the context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

S.No.	Key Audit Matter
		Current Investments:
Current Investments consists of Fixed deposit with bank. We focused on this area as it is material to the Standalone financial statements and area of significant risk for our audit as it requires considerable time and resource to audit due to its magnitude, it is considered to be a key audit matter. The Company''s disclosure about Current Investments are included in Note 14 of the Standalone financial statements 1. The company operates in India and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including direct taxes, indirect taxes matter. These involve significant management judgement to determine the possible outcome of the tax litigations
		Auditor Response to Key Audit Matter:

Principal Audit Procedures: Fixed Deposit: We have obtained list of Fixed deposit opened by Company and lying in the Bank as on the reporting date. We have verified Balance appearing in the Books to the Bank Balance confirmation provided by management to us. We have also verified interest income against these Fixed deposit booked by the Company with the statement of fixed deposit provided to us during the audit period. We have sought from the Bank for the Fixed deposit which are lien against Bank Overdraft. Our audit procedures included review of the classification of the Current Investments and any restriction on the use of these investments. Conclusion: We found the key judgement and assumptions used by management in recognizing the current investments to be supportable based on the available evidence.

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

The company''s board is responsible for the preparation of the other information. The other information comprises the information included Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report but does not include the Financial Statements and our Auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements to give a true and fair view of the financial position, financial performance, & cash flows of the Company in accordance with accounting standard & 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 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 responsible for overseeing the company''s financial reporting process.

AUDITOR''S RESPONSIBILITY 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 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 decision of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatements 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 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 Standalone financial statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by 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 Balance Sheet, the Standalone Statement of Profit and Loss & Standalone Cash Flow Statement dealt with by this Report agree with the books of account;

(d) In our opinion, the aforesaid Standalone financial statements comply with the accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 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) of the Act;

(f) With respect to the adequacy of internal financial control over financial reporting of the company & the operating effectiveness of such controls, refer to our separate report in Annexure "A". 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 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 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 explanation given to us:

o The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

o The Company has made provision, as at March 31, 2025 as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

o The Company is not liable to transfer any amounts, to the Investor Education and Protection Fund during the year ended March 31, 2025.

o 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;

o The company has not declared and paid any dividend during the year 2024-25.

o Based on our examination, which included test checks, the Company has not used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has not been operated throughout the year for all relevant transactions recorded in the software.

o 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.

2. 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 B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Date: 26.05.2025 For A Y & Company

Place: Jaipur

Chartered Accountants FRN:020829C

Arpit Gupta Partner M.NO.: 421544 UDIN: 25421544BMIUYE9736

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Mar 31, 2023

Independent Auditor''s Report
to the Members

To The Members of
VertexPlus Technologies

Opinion

We have audited the accompanying Standalone Financial Statements of
VERTEXPLUS TECHNOLOGIES LIMITED (“the Company"), which comprise the
Standalone Balance Sheet as at March 31,2023, the Standalone Statement of Profit
and Loss for the year ended on March 31,2023, the Standalone Statement Cash flow
statement for the year 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 Standalone 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 Standards prescribed under Section 133
of the Act & other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31,2023, its Profit/(loss) and its cash flows for
the year ended on that date.

Basis For Opinion

We conducted our audit of the Standalone Financial Statements in accordance with
the standards on Auditing specified under section 143(10) of the Act (SAs). Our
responsibilities under those standards are further described in the Auditor''s
responsibilities for the audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India (ICAI) together with the
independence requirements that are relevant to our audit of the Standalone financial
statements under the provision of the Act, and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements
and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion on the Standalone
financial statements.

Info rmation Other than the Standalone Financial Statements and
Auditor''s Report thereon

The company''s board is responsible for the preparation of the other information. The
other i pformati op co mpriees tp h ip^por matiop ino ludhd Ma pagpmhpt Discuss ion ppd
Analysis, Board''s Report including Angexuros to Board''s Report, Besmess
Respons^ioility Reioort but does not mclude the Financial Statements and our Auditor''s
report thnrnop.

Our opipiop op tiie Str pdf lope Fiprpcifl Statements does pot cover the other
ipformrtiop rpd we do pot express rpy form of feeurfpch copclusiop thereop.

Ip coppectiop with our audit of the Strpdflope Fiprpcifl Statements, our
respo psibility is to read the other ipformrtiop rpd, ip doipg so, copsider whether the
other information is materially ipcopsistept \tsith the Standalone Financial Statements
or our kpowledge obtained cduring the course of our asdif Fr oth erwise appears to be
materially misstated.

If, based op the work we have perfo rme fl, we copclude thae therei s a material
misstatement of this othcr ipformat^lonⁱ we are required to report that fa ct. We have
pothipg to report ip this regardⁱ

Management''s Responsibility forthe Standalone Financial Statements

The Company''s Board of Directorc is respossiyle cor tax matters ssated in Section
134(5) of the Companies Act, 2013 ("the Acr") wirh respepo to the oreseration of these
Stapdalope Fipapcial Statements to give p true and fair v ipw of the fipapcial positiop,
fipapcial performance, & cash flo ws of the Company in accordance with accounting
standard & accounting pr inciples generally accepted in India. This responsibility also
includes maintenance of adequ ate acc ounting rncerds in accordance witp the
provisions of the Act for safeguardi ng of tss bssets oo the Company and for
preventing and detecting fraudo and other irregularities; selection and application of
appropriate accounting p olicies; 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 accouat ing 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 Fmancial Statempnts, mana f^me nt is re^ico nsi ble for
assessing the company''s ability to centinue as a geing concern, disclosing , as
applicable, matters related to going co ncern and using the going concern basis of
accounting unless management either intends to liquidate the company or to cease
operations, or has no realisti c alte rnative but to do so.

The board of directors are reemonsi ble ¦for o verseeing the comp any''s financial
reporting process.

Auditor'' Responsibility 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 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 decision of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:

¦ Identify and assess the risks of material misstatements 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 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 Standalone
financial statements, including the disclosures, and whether the Standalone
financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

Materiality i s the magnitude of misstatements in the Standalone financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the Standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the Standalone financial
statements.

We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our
audit.

We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the Standalone financial
statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor''s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on the Legal and Regulatory Requirements

1. 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 Balance Sheet, the Standalone Statement of Profit and Loss
& Standalone Cash Flow Statement dealt with by this Report are in
agreement with the books of account;

d. In our opinion, the aforesaid Standalone financial statements comply with the
accounting standards specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as on
March 31,2023, taken on record by the Board of Directors, none of the
directors is disqualified as on March 31,2023, from being appointed as a
director in terms of Section 164 (2) of the Act;

f. With respect to the adequacy of internal financial control over financial reporting
of the company & the operating effectiveness of such controls, refer to our
separate report in Annexure "A". 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 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 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 explanation
given to us:

i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements.

ii. The Company has made provision, as at March 31,2023 as required under
the applicable law or accounting standards, for material foreseeable losses, if
any, on long-term contracts including derivative contracts.

iii. The Company is not liable to transfer any amounts, to the Investor Education
and Protection Fund during the year ended March 31,2023.

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;

v. The company has not declared and paid any dividend during the year
2022-23.

vi. Provision to Rule 3(1) of the companies (Accounts) Rule, 2014 for
maintaining books of account using accounting software which has a feature
of recording audit trail (edit log) facility is applicable to the company with
effect from April 01,2023, and accordingly, reporting under Rule 11(g) of
Companies (Audit & Auditors) Rules, 2014 is not applicable for the financial
year ended March 31,2023.

2. 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 B" a statement on the matters specified in paragraphs 3 and 4 of the
Order.

For A Y & Company
Chartered Accountants
FRN:020829C

Arpit Gupta
Partner
M.NO.: 421545

UDIN: 23421544BGSQBS9678
Place: Jaipur
Date: 29.05.2023