Auditor Report of Xelpmoc Design and Tech Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statement of Xelpmoc Design and
Tech Limited (the "Company"), which comprise the Standalone Balance Sheet as at March
31,2025 and the Standalone Statement of Profit and Loss (including Other Comprehensive
Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash
Flows for the year ended, and Notes to the Standalone financial statements, including
significant accounting policies and other explanatory information (hereinafter referred to as
"the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS")
and other accounting principles generally accepted in India, of the state of affairs of the

Company as at March 31,2025, the loss and total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statement 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 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 ethical requirements that are relevant to our
audit of the standalone 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 ICAI''s Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit 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:

Sr. No.	Key Audit Matter	Auditor''s Response
1.	The Company derives revenue from IT services comprising of software development and related services, maintenance, consulting, and related advisory services.	Principal Audit Procedures Performed: We assessed the Company''s processes and controls to ensure that the revenue accounting standard is appropriately dealt with. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing of revenue from contracts with customers as follows:
	Accuracy in recognition, measurement, presentation and disclosures of revenues and other related balances as per Ind AS 115 "Revenue from Contracts with Customers"	• Evaluated the design of internal controls and its operating effectiveness relating to adherence of the revenue accounting standard. • Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations, determination of transaction price and allocation of transaction price to each performance obligation.
		• We carried out a combination of procedures involving enquiry and observation, re-performance and inspection of evidence in respect of operation of these controls.

KEY AUDIT MATTERS (Contd.)

Sr. Key Audit Matter No.	Auditor''s Response
The application of the revenue accounting	• Tested the relevant information technology systems'' access and change management controls relating to contracts and
standard involves certain key judgments relating to	related information used in recording and disclosing revenue in accordance with the new revenue accounting standard.
identification of distinct performance obligations, determination of transaction price and allocation	• Ensured that appropriate disclosures as required are provided.
of the same to the identified performance obligations, the appropriateness of the basis used	Selected a sample of continuing and new contracts and performed the following procedures:
to measure revenue recognized over a period	• Read, analyzed and identified whether the performance Obligations listed in these contracts were distinct or not.
or at a point in time and appropriateness in determining contract asset and contract liability.	• Compared these performance obligations with that Identified and recorded by the Company. Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to
The standard requires disclosures which	record revenue and to test the basis of estimation and recognition of the variable consideration.
involves collation of information in respect of	• Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved
disaggregated revenue, periods over which	time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes.
the remaining performance obligations will be satisfied subsequent to the balance sheet date	• Actual receipts in case of fixed price contracts were mapped to performance obligations discharged on the reporting
and movement in contract asset and contract liability.	date to calculate the Contract liability i.e. amount received in advance from customers Unbilled revenue was evaluated to ensure that the performance obligation has been discharged and only the act of raising the invoice on the customer was pending. Sample of revenues disaggregated by type, Geography and industry verticals was tested with the performance
These contracts may involve onerous obligations	obligations specified in the underlying contracts.
which requires critical assessment of foreseeable	• Performed analytical procedures for reasonableness of revenues disclosed by type, geography and industry verticals.
losses to be made by the Company.	For testing the Company''s computation of the estimation of contract costs and onerous obligations, if any. We:
Refer Note 2.9 - "Revenue recognition policy" to the Standalone Financial Statements.	• Assessed that the estimates of costs to complete were reviewed and approved by appropriate designated management personnel.
	• Compare recent gross margins on contracts to historical trends and industry benchmarks. A significant decline in margins might indicate potential onerous situations.
	• If a contract appears potentially onerous, assess the likelihood of incurring a loss. This may involve: - Estimating additional costs to fulfill the contract. - Evaluating the potential for renegotiation or termination. - Considering the recoverability of any contract assets • Ensure management has adequately assessed the presence of onerous contracts and considered potential Provisioning.

Sr. No.	Key Audit Matter	Auditor''s Response
2.	Valuation of Investments:	Our audit procedures included and were not limited to the following:
	Particulars Amount % of Total Assets	• We have understood and evaluated the process of the management to identify impairment indicators (if any) and valuation of Company''s Non-Current investments.
	Investment in 1,000 0.14% Subsidiaries	• We have evaluated the fair value of investments adopted by the management and assessed the parameters of the fair valuation reports obtained by the management from external experts (Registered Valuer) • We also evaluated the assumptions around the key drivers Investment valuation as mentioned in the independent registered Valuer report which included assumptions w.r.t discount rates, expected growth rates, projections, Valuation methodology adopted by Registered Independent Valuer. • On a test check basis, we have verified appropriate evidence with regard to assertions of existence and rights to the investments. • Investment in mutual funds are valued at NAV prevailing as on the date of the financial statements and verified by us with the statements of account. We have verified principles for recognition, subsequent measurement and adequacy of disclosures as specified in the accounting policy adopted by the Company based on the Indian Accounting Standards.
	Investment in - - Associates
	Other Investments 28,185.07 3.93% at Fair Value through Profit and Loss A/c
	Other Investment at 6,30,844.37 87.92% Fair Value through OCI
	Assessment of carrying value of equity investments in subsidiaries, Associate and fair value of other investments
	At the balance sheet date, the value of investments amounted to '' 6,60,029.44 (''000) representing 91.99% of the total assets.
	Investments have been considered as key audit matter due to the size of the Account Balance and also it involves significant management judgement and estimates such as future expected level of operations and related forecast of cash flows, market conditions, discount rates, terminal growth rate etc.
	Refer to the Note No. 2.8 of the Standalone Financial Statements for its accounting policy.

Sr. No.	Key Audit Matter	Auditor''s Response
3	Asset held for Sale: The Company initiated the dissolution process of its foreign subsidiary, Xelpmoc UK, by filing a liquidation petition prior to the balance sheet date. As the subsidiary is no longer expected to generate future economic benefits through continued use and the realisation of its value is highly probable within 12 months, the investment in the subsidiary has been classified as a non-current asset held for sale in accordance with Ind AS 105.	Our audit procedures included and were not limited to the following: • Evaluated management''s assessment and documentation supporting the classification of the investment in the subsidiary as held for sale. • Verified the filing of the liquidation petition and reviewed relevant correspondence and legal documents. • Assessed the appropriateness of the classification in accordance with the criteria set out in Ind AS 105. • Reviewed the financial statement disclosures related to the asset held for sale for completeness and accuracy. To do this: • Obtained and examined board resolutions and communication evidencing the decision to liquidate the subsidiary. • Held discussions with management and legal advisors regarding the timeline and expected completion of the liquidation process. • Evaluated the subsidiary''s ability to generate future economic benefits and considered the likelihood and timing of the planned disposal. • Tested the valuation of the investment to ensure it does not exceed its recoverable amount.
4	Intangible under development: The Company is in the process of developing a software solution intended to support wellness monitoring and behavioraltracking for elderly individuals. The software is designed for integration into residential environments and is intended to be licensed to real estate developers and builders for use in senior living or age-inclusive housing projects. The audit focused on evaluating the capitalization of development costs, the assessment of technological feasibility, and the recognition of potentialfuture economic benefits. Given the judgment involved in estimating future licensing revenue, market adoption, and compliance with relevant accounting standards (e.g., Ind AS 38 - Intangible Assets), this area was considered a key audit matter.	Our audit procedures included and were not limited to the following: • Obtained an understanding of the software development process, including the nature and purpose of the Rely Software project, and evaluated the stage of development as of March 31,2025. • Tested the design and operating effectiveness of internal controls over the capitalization process, including controls related to cost accumulation and classification. • Performed substantive testing on the expenses capitalized by: o Examining time sheets, payroll records, and project documentation; o Matching employee costs capitalized to supporting evidence such as employment contracts, time logs, and allocation workings. • Verified the accuracy and completeness of the amount capitalized by re-performing the calculation based on time charged by relevant personnel and other attributable costs. • Assessed the appropriateness of capitalization by evaluating whether the relevant development phase criteria under Ind AS 38 were met, including technical feasibility, intention to complete, and availability of adequate resources.

Sr. Key Audit Matter No.	Auditor''s Response
	To do this:
	• Revalidated the recognition and measurement criteria under Ind AS 38 by assessing whether the software development met all required conditions for capitalization, including technical feasibility and the intention and ability to complete and use the asset.
	• Rechecked the amount capitalized by verifying the allocation of employee costs through examination of time logs, payroll records, and cost allocation workings to ensure only directly attributable costs were capitalized.
	• Held discussions with project and finance personnel to corroborate the stage of development and understand the nature of the expenditures incurred, ensuring that the capitalization aligns with the progress and purpose of the project.
	• Deployed audit team members with relevant expertise and invested significant time and effort in examining the documentation, testing controls, and performing detailed substantive procedures around the capitalized development costs.

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

The Company''s Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management
Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Corporate Governance and Shareholder''s Information, 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 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 AND BOARD OF DIRECTOR''S RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS
and other 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

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

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE
FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal 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 and Board of
Directors.

• Conclude on the appropriateness of management''s use of the going concern basis of
accounting in preparation of Standalone financial statements and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company''s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor''s report to the related disclosures in the standalone financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor''s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

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
including Other Comprehensive Income, Standalone Statement of Changes in
Equity and the Standalone Statement of Cash Flow 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
Ind AS specified under Section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

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 the internal financial controls over financial
reporting of the Company and 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 provision of Section 197 read with Schedule V of the Act.
The Ministry of Corporate Affairs has not prescribed other details under section
197(16) of the Act which are required to be commented upon by us.

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

i. The Company did not have any pending litigations as on reporting date;

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

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

iv. a) The Management has represented that, to the best of its knowledge

and belief, no funds (which are material either individually or in the
aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of
funds) by the Company to or in any other person or entity, including
foreign entity ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge
and belief, no funds (which are material either individually or in the
aggregate) have been received by the Company from any person or
entity, including foreign entity ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub-clause
(i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules,
2014, as amended, as provided under (a) and (b) above, contain any
material misstatement.

v. The Company has not declared and paid any dividend during the current
year.

vi. Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended
March 31,2025 which has the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the
software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been
preserved by the Company as per the statutory requirements for record retention.

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, to the extent applicable.

For JHS & Associates LLP

Chartered Accountants

Firm''s Registration No.133288W/W100099

Samad Dhanani

Partner

Membership No.177200
UDIN: 25177200BMLJVF1988

Place: Mumbai
Dated: 30^th May 2025

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Mar 31, 2024

Xelpmoc Design And Tech Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial, statement of XeLpmoc Design and Tech Limited (the “Company”), which comprise the Standalone Balance Sheet as at March 31, 2024 and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year ended, and Notes to the Standalone financial statements, including significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statement 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 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 ethical requirements that are relevant to our audit of the standalone 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 ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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:

Sr. No. Key Audit Matter	Auditor’s Response
1 The Company derives revenue from IT services comprising of software development and reLated services, maintenance, consulting, and reLated advisory services.	Principal Audit Procedures Performed: We assessed the Company’s processes and controls to ensure that the revenue accounting standard is appropriately deaLt with.
Accuracy in recognition, measurement, presentation and disclosures of revenues and other related balances as per Ind AS 115 “Revenue from Contracts with Customers”.	Our audit approach consisted testing of the design and operating effectiveness of the internaL controLs and substantive testing of revenue from contracts with customers as foLLows: • EvaLuated the design of internaL controLs and its operating effectiveness reLating to adherence of the revenue accounting standard.
The application of the revenue accounting standard invoLves certain key judgments relating to identification of distinct performance obLigations, determination of transaction price and avocation of the same to the identified performance obLigations, the appropriateness of the basis used to measure revenue recognized over a period or at a point in time and appropriateness in determining contract asset and contract liability.	• SeLected a sampLe of continuing and new contracts, and tested the operating effectiveness of the internaL controL, reLating to identification of the distinct performance obLigations, determination of transaction price and aLLocation of transaction price to each performance obLigation. • We carried out a combination of procedures involving enquiry and observation, re-performance and inspection of evidence in respect of operation of these controLs. • Tested the reLevant information technoLogy systems’ access and change management controLs reLating to contracts and reLated information used in recording and discLosing revenue in accordance with the new revenue accounting standard. • Ensured that appropriate discLosures as required are provided.
The standard requires disclosures which invoLves coLLation of information in respect of disaggregated revenue, periods over which the remaining performance obLigations wiLL be satisfied subsequent to the baLance sheet date and movement in contract asset and contract liability.	SeLected a sampLe of continuing and new contracts and performed the foLLowing procedures: • Read, anaLyzed and identified whether the performance ObLigations Listed in these contracts were distinct or not. • Compared these performance obLigations with that Identified and recorded by the Company. Considered the terms of the contracts to determine the transaction price incLuding any variabLe consideration to verify the transaction price used to record revenue and to test the basis of estimation and recognition of the variabLe consideration.
These contracts may involve onerous obLigations which requires criticaL assessment of foreseeabLe Losses to be made by the Company.	• Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes. • ActuaL receipts in case of fixed price contracts were mapped to performance obLigations discharged on the reporting date to caLcuLate the Contract Liability i.e. amount received in advance from customers UnbiLLed revenue was evaLuated to ensure that the performance obLigation has been discharged and onLy the act of raising the invoice on the customer was pending. SampLe of revenues disaggregated by type, Geography and industry verticaLs was tested with the performance obLigations specified in the underLying contracts.
	• Performed anaLyticaL procedures for reasonabLeness of revenues discLosed by type, geography and industry verticaLs.

Sr. No. Key Audit Matter			Auditor’s Response
Refer Note 2.10 - “Revenue recognition policy” to the Standalone Financial Statements.			For	testing the Company’s computation of the estimation of contract costs and onerous obligations, if any. We: assessed that the estimates of costs to compLete were reviewed and approved by appropriate designated management personnel.
			•	Compare recent gross margins on contracts to historical trends and industry benchmarks. A significant decline in margins might indicate potential onerous situations.
				If a contract appears potentially onerous, assess the likelihood of incurring a loss. This may involve: - Estimating additional costs to fulfill the contract. - Evaluating the potential for renegotiation or termination. - Considering the recoverability of any contract assets
			•	Ensure management has adequately assessed the presence of onerous contracts and considered potential Provisioning.
2 Particulars	Amount % of Total Assets		Our	audit procedures included and were not limited to the following:
Investment in Subsidiaries	16,935.13	2.27%	•	We have understood and evaluated the process of the management to identify impairment indicators (if any) and valuation of Company’s Non-Current investments.
Investment in Associates	20,700.81	2.77%	•	We have evaluated the fair value of investments adopted by the management and assessed the parameters of the fair valuation reports obtained by the management from external experts (Registered Valuer) We also evaluated the assumptions around the key drivers Investment valuation as mentioned in the independent registered Valuer report which included assumptions w.r.t discount rates, expected growth rates, projections, Valuation methodology adopted by Registered Independent Valuer. On a test check basis, we have verified appropriate evidence with regard to assertions of existence and rights to the investments.
Other Investments at Fair Value through Profit and Loss A/c	67,066.05	8.98%	•
Other Investment at Fair Value through OCI	5,45,257.26	72.99%	•
Valuation of Investments: Assessment of carrying value of equity investments in subsidiaries, Associate and fair vaLue of other investments At the balance sheet date, the value of investments amounted to '' 6,49,959.25 (‘000) representing 87.01% of the total assets.			• Investment in mutual funds are valued at NAV prevailing as on the date of the financial statements and verified by us with the statements of account. We have verified principles for recognition, subsequent measurement and adequacy of disclosures as specified in the accounting policy adopted by the Company based on the Indian Accounting Standards.

Sr. No.	Key Audit Matter	Auditor’s Response
	Investments have been considered as key audit matter due to the size of the Account Balance and aLso it involves significant management judgement and estimates such as future expected LeveL of operations and related forecast of cash flows, market conditions, discount rates, terminal growth rate etc.
	Refer to the Note No. 2.9 of the Standalone Financial Statements for its accounting policy.
3	Trade Receivables and Expected Credit Losses(ECL): As outlined in Note No. 13, there were trade receivables as at 31 march 2024 more than 180 days past due. The coLLectabiLity of the Company’s trade receivabLes and the valuation of the aLLowance for ECL of the trade receivabLes is a key audit matter due to the judgement invoLved.	Our audit procedures incLuded and were not Limited to the foLLowing: • We have evaLuated and tested the Company’s process for trade receivabLes incLuding the provisioning and coLLection process. • We tested on sampLe basis that trade receivabLes were subsequentLy coLLected. • Where there were indicators that the trade receivabLes were unLikeLy to be coLLected within contracted payment terms, we assessed the adequacy of the aLLowance for impairment of trade receivabLes. To do this: • We assessed the aging of trade receivabLes quantum of cLaims with and from the customers.
		• We have evaLuated the independent confirmations from customers and performed aLternate audit procedures on sampLe basis.
4	Writeoff of unbiLLed revenue of '' 14,860.55 (in 000’) If there’s doubt about the coLLectibiLity of unbiLLed revenue due to factors Like customer financiaL difficuLties or disputes over the contract, Ind AS 115 requires an assessment for impairment. An impairment Loss is recognized to reduce the carrying amount of the receivabLe to its estimated recoverabLe amount. This effectiveLy writes down the unbiLLed revenue portion that is deemed uncoLLectabLe.	Our audit procedures incLuded and were not Limited to the foLLowing: • Obtain a detaiLed Listing of the unbiLLed revenue proposed for writeoff. • AnaLyze the reasons for the proposed writeoff for each item. Common reasons might incLude: - CLient bankruptcy - Extended project deLays - Contract canceLLation - Disputes with cLients - Poor cLient payment history • AnaLyze the terms of the contracts associated with the unbiLLed revenue.

Sr. No. Key Audit Matter	Auditor’s Response
	• Classify the unbilled revenue based on its age. This helps assess the likelihood of collection based on historical payment patterns. • Review any documentation supporting the reasons for writeoff, such as - CanceLLation notices - Legal documents - CLient communication regarding disputes • Review the financial statements and related disclosures to ensure the writeoff of unbilled revenue is adequately disclosed. This should include the amount written off and the reasons for the writeoff.
5. Reversal, of ESOP cost on termination of	Audit procedure includes:
employment.	• Obtain an understanding of reasons for reversing a portion of the ESOP cost • Request and review documentation supporting the reason for the reversal. This could include: - Employee termination documentation for forfeiture situations. - Updated stock price information for measurement error adjustments. - PLan termination documents and reLated caLcuLations, if any • Assessing the appropriateness of the reversal by: - Ensuring the reversal amount aligns with the portion of unvested shares at the time of employee departure. Review the Vesting schedule of ESOP plan. - Review the calculations used to determine the unallocated ESOP cost to be reversed. Ensure consistency with the plan termination agreement, if any and relevant accounting standards.

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

The Company’s Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance and Shareholder’s Information, 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 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 AND BOARD OF DIRECTOR’S RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, reLevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters reLated to going concern and using the going concern basis of accounting unLess

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

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve coUusion, 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 and Board of Directors.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting in preparation of Standalone financial statements 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 condude that a material, uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow 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 Ind AS specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and 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 provision of Section 197 read with Schedule V of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

h) With respect to the other matters to be incLuded in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company did not have any pending litigations as on reporting date;

ii. The Company did not have any long-term contracts including derivatives contract for which there were any materiaL foreseeabLe Losses;

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

iv. a) The Management has represented that, to the best of its knowledge and

belief, no funds (which are material either individuaLLy or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shaLL, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individuaLLy or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directLy or indirectLy, Lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate

Beneficiaries”) or provide any guarantee, security or the Like on behaLf of the Ultimate Beneficiaries;

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to beLieve that the representations under sub-dause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) RuLes, 2014, as amended, as provided under (a) and (b) above, contain any materiaL misstatement.

v. The Company has not decLared and paid any dividend during the current year.

vi. Based on our examination which included test checks, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit traiL (edit Log) faciLity and the same has operated throughout the year for ab relevant transactions recorded in the respective software. Further, we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) RuLes, 2014 on preservation of audit traiL as per the statutory requirements for record retention is not applicable for the year ended March 31, 2024.

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, to the extent appLicabLe.

For JHS & Associates LLP

Chartered Accountants

Firm’s Registration No.133288W/W100099

Taher Pepermintwala

Partner

Membership No.135507 UDIN: 24135507BKBNVB1329 PLace: Mumbai Dated: 28 May 2024

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Mar 31, 2023

Xelpmoc Design And Tech Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial, statement of XeLpmoc Design and Tech Limited (hereinafter referred to as “the Company”), which comprise the Standalone BaLance Sheet as at March 31, 2023 and the Standalone Statement of Profit and Loss (incLuding Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash FLows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generaUy accepted in India, of the state of affairs of the Company as at March 31, 2023, the Loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statement 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 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 ethicaL requirements that are reLevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfiLed 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 audit 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:
Sr. No. Key Audit Matter	Auditor’s Response
1. The company derives revenue from IT services	Principal Audit Procedures Performed:
comprising of software development and related	We assessed the Company’s processes and controls to ensure that the revenue accounting standard is
services, maintenance, consulting, and related advisory services.	appropriately dealt with. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and
Accuracy in recognition, measurement, presentation	substantive testing of revenue from contracts with customers as follows:
and disclosures of revenues and other related	• Evaluated the design of internal controls and its operating effectiveness relating to adherence of the revenue
balances as per Ind AS 115 “Revenue from Contracts with Customers”	accounting standard. • Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal
The application of the revenue accounting	control, relating to identification of the distinct performance obligations, determination of transaction price
standard involves certain key judgments relating to	and allocation of transaction price to each performance obligation.
identification of distinct performance obligations,	• We carried out a combination of procedures involving enquiry and observation, re-performance and inspection
determination of transaction price and allocation of	of evidence in respect of operation of these controls.
the same to the identified performance obligations,	• Tested the relevant information technology systems’ access and change management controls relating to
the appropriateness of the basis used to measure	contracts and related information used in recording and disclosing revenue in accordance with the new
revenue recognized over a period or at a point in time	revenue accounting standard.
and appropriateness in determining contract asset and contract liability. The standard requires disclosures which involves	• Ensured that appropriate disclosures as required are provided. Selected a sample of continuing and new contracts and performed the following procedures:
collation of information in respect of disaggregated	• Read, analyzed and identified whether the performance Obligations listed in these contracts were distinct or
revenue, periods over which the remaining performance obligations will be satisfied subsequent	not.
to the balance sheet date and movement in contract	• Compared these performance obligations with that Identified and recorded by the Company. Considered the
asset and contract liability.	terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to record revenue and to test the basis of estimation and recognition of the variable
Refer Note 2.10 -“Revenue recognition policy” to the	consideration.
Standalone Financial Statements.	• Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes. • Actual receipts in case of fixed price contracts were mapped to performance obligations discharged on the reporting date to calculate the Contract liability i.e. amount received in advance from customers Unbilled revenue was evaluated to ensure that the performance obligation has been discharged and only the act of raising the invoice on the customer was pending. Sample of revenues disaggregated by type, Geography and industry verticals was tested with the performance obligations specified in the underlying contracts. Performed analytical procedures for reasonableness of revenues disclosed by type, geography and industry verticals.

Sr. No.	Key Audit Matter	Auditor’s Response
2.	Valuation of Investments: Assessment of carrying vaLue of equity investments in subsidiary and fair value of other investments At the balance sheet date, the value of investments amounted to '' 5,96,257.63 (‘000) representing 77.89% of the total assets. Particulars Amount % of Total Assets Investment in 13,787.67 1.80% Subsidiaries	Our audit procedures included and were not limited to the following: • We have understood and evaLuated the process of the management to identify impairment indicators (if any) and vaLuation of Company’s Non-Current investments. • We have evaLuated the fair vaLue of investments adopted by the management and assessed the parameters of the fair vaLuation reports obtained by the management from externaL experts (Registered VaLuer) • We aLso evaLuated the assumptions around the key drivers Investment vaLuation as mentioned in the independent registered VaLuer report which incLuded assumptions w.r.t discount rates, expected growth rates, projections, VaLuation methodoLogy adopted by Registered Independent VaLuer. • On a test check basis, we have verified appropriate evidence with regard to assertions of existence and rights
	Investment in Associates 2,150.00 0.28%	to the investments.
	Other Investments at 1,92,004.00 25.08% Fair VaLue through Profit and Loss A/c Other Investment at Fair 3,88,315.96 50.73% Value through OCI Investments have been considered as key audit matter due to the size of the Account Balance and aLso it invoLves significant management judgement and estimates such as future expected level of operations and related forecast of cash flows, market conditions, discount rates, terminal growth rate etc. Refer to the Note 2.9 of the StandaLone FinanciaL Statements for its accounting policy.	• Investment in mutual funds are valued at NAV prevailing as on the date of the financial statements and verified by us with the statements of account. We have verified principles for recognition, subsequent measurement and adequacy of disclosures as specified in the accounting poLicy adopted by the Company based on the Indian Accounting Standards.
3.	Trade Receivables and Expected Credit Losses(ECL): As outlined in Note 14, there were trade receivables as at 31 March 2023 more than 180 days past due. The coLLectabiLity of the company’s trade receivables and the valuation of the aLLowance for ECL of the trade receivabLes is a key audit matter due to the udgement invoLved.	Our audit procedures included and were not limited to the following: • We have evaLuated and tested the company’s process for trade receivabLes incLuding the provisioning and coLLection process. • We tested on sampLe basis that trade receivabLes were subsequentLy coLLected. • Where there were indicators that the trade receivabLes were unLikeLy to be coLLected within contracted payment terms, we assessed the adequacy of the aLLowance for impairment of trade receivabLes. To do this: • We assessed the aging of trade receivabLes quantum of cLaims with and from the customers • We have evaluated the independent confirmations from customers and performed alternate audit procedures on sampLe basis.

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

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

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

The Company’s Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance and Shareholder’s Information, 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 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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other 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 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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

• Conclude on the appropriateness of management’s use of the going concern basis of accounting in preparation of Standalone financial statements and, based on the

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

audit evidence obtained, whether a material, uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we concLude that a material. uncertainty exists, we are required to draw attention in our auditor’s report to the reLated disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• EvaLuate the overaLL presentation, structure and content of the standalone financial statements, incLuding the discLosures, and whether the standalone financial statements represent the underLying transactions and events in a manner that achieves fair presentation.

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.

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, the Statement

of Profit and Loss including Other Comprehensive Income, Statement

of Changes in Equity and the

Statement of Cash FLow 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 Ind AS specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) RuLes, 2015, as amended.

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 the internal financial controls over financial reporting of the Company and 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 provision of Section 197 read with ScheduLe V to the Act.

h) With respect to the other matters to be incLuded in the Auditor’s Report in accordance with RuLe 11 of the Companies (Audit and Auditors) RuLes, 2014, as amended in our opinion and to the best of our information and according to the expLanations given to us:

i) The Company did not have any pending Litigations as on reporting date;

ii) The company did not have any Long - term contracts incLuding derivatives contract for which there were any materiaL foreseeabLe Losses;

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

iv) (a) The Management has represented that, to the best of its knowledge and beLief, no funds (which are material, either individually or in the aggregate) have been advanced or Loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shaLL, whether, directLy or indirectLy Lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“ULtimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowLedge and beLief, no funds (which are materiaL either individuaLLy or in the aggregate) have been received by the Company from any person or entity, incLuding foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shaLL, whether, directLy or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonabLe and appropriate in the circumstances, nothing has come to our notice

that has caused us to beLieve that the representations under sub-cLause (i) and (ii) of RuLe 11(e) of the Companies (Audit and Auditors) RuLes, 2014, as amended, as provided under (a) and (b) above, contain any materiaL misstatement.

v) The company has not decLared and paid any dividend during the current year.

vi) Proviso to RuLe 3(1) of the Companies (Accounts) RuLes, 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 1, 2023, and accordingLy, reporting under RuLe 11(g) of Companies (Audit and 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 JHS & Associates LLP

Chartered Accountants

Firm’s Registration No. 133288W/W100099

Huzeifa Unwala

Partner

Membership No.105711 UDIN: 23105711BGSHVJ7522

Place: Mumbai Dated: May 30, 2023

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Xelpmoc Design And Tech Private Limited (“the Company”), which comprise the Balance Sheet as at 31 March, 2018, and the Statement of Profit and Loss and Statement and the Cash Flow for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors are 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 financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards prescribed under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on standalone financial statements based on our audit.

We have taken into account the provisions oUbe-Ac^the accounting and auditing standards and matters which are required to be included iunder the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing issued by Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financing reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the standalone financial statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2018;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

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 Balance Sheet, the Statement of Profit and Loss, and the 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, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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, the said opinion is not required in regards to General Circular No 08 / 2017 dated 25th July, 2017 as issued by Ministry of Company Affairs - Government of India.

g) With respect to the other matters to be included in the Auditor s report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company did not have any pending litigations on reporting date;

ii. The company did not have any long - term contracts including derivatives contract for which there were any material foreseeable losses

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

2. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”), as amended, 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 paragraphs 3 and 4 of Order.

“Annexure A” to the Independent Auditors’ Report of even date on the financial statements of Xelpmoc Design And Tech Private Limited

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the standalone financial statements of the Company for the year ended March 31, 2018:

1) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b) According to the information and explanations given to us, the company has formulated a phased programme for physical verification of fixed assets, designed to cover all the items once in three years. In our opinion, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company do not hold any title deeds of immovable property.

2) The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Accordingly, paragraph 3(ii) of the Order is not applicable to the Company.

3) According to the information and explanations given to us the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has not advanced loans to directors/ to a company in which the Director is interested to which the provisions of Sec 185 of the Companies Act 2013 apply and hence not commented upon. In our opinion and according to the information and explanations given to us, provisions of section 186 of the Company Act 2013 in respect of loans and advances given, investments made, and guarantees, and securities given have been complied with by the Company.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) To the best of our knowledge and as explained to us, the Central Government of India has not specified the maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 for any of the products of the Company.

7) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, professional tax, labour welfare tax, income-tax, GST, service tax, cess and other material statutory dues have been regular in depositing with ap^oguste authority during the year by the Company. As explained to us, the Company did^Siti^^Qv dues on account of excise and custom duty.

According to the information and explanations given to us, following is the undisputed statutory dues payable as at 31st March, 2018 for a period of more than six months from the date they became payable:

Undisputed Statutory Dues	Amount
ESIC	1,11,162
TOTAL	1,11,162

(b) According to the information and explanations given to us, there are no material dues of income tax or sales tax or service tax or duty of income tax or GST which have not been deposited with the appropriate authorities on account of any dispute.

8) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings from any Banks or Financial Institutions. The Company does not have any loan or borrowings from Government or debenture holders.

9) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable

10) To the best of our knowledge and according to the information and explanations given to us by the management, we have not come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year.

11) In our opinion the provisions of section 197 read with schedule V to the Companies Act, 2013 are not applicable to the Company and hence paragraph 3(xi) of the Order is not applicable.

12) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. The Company is not required to have Audit Committee; accordingly the provisions of section 177 of Act are not applicable to Company.

14) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has made preferential allotment of shares during the year under review.

Based on the audit procedures performed for the purpose of reporting the true and fair view of the standalone financial statements and according to the information and explanations given to us by the management, we report that entire amount of Rs. 7.9 crore raised by the Company through preferential allotment of equity shares during the current year has been spent for the purpose for which the^praweaytfas raised.

15) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For JHS & Associates LLP

Chartered Accountants

Firm Registration No: 133288W / W100099

Huzeifa Unwala

Partner

Membership No. 105711

Place: Mumbai

Date: 25^th June, 2018