AccelerateBS India Ltd Auditor Reports

To the Members of AccelerateBS India Limited (formerly known as AccelerateBS India Private Limited)

Report on the Audit of the Financial Statements Opinion

1. We have audited the financial statements of AccelerateBS India Limited [formerly known as AccelerateBS India Private Limited] ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss for the year ended on that date, the Cash Flow Statement for the year ended on that date and the notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. 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 principles generally accepted in India;

• In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2024

• In the case of the Statement of Profit and Loss, of its profit for the year ended March 31, 2024

• In the case of the Cash Flow Statement, of the cash flow for the year ended March 31, 2024

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report.

4. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr No Key Audit Matter	Auditors Response
1. Revenue recognition:	Our audit procedure included identification of clients in different categories, and determining whether the revenue is recognized as per the terms of the contract.
The Companys contracts with its clients include provision of multiple services and products. The Companys revenues come from IT Services. Some clients are billed on contract basis and some clients are billed on hourly basis. The Management maintains a project management tool [PMT] to record the manhours deployed on an assignment. The Management assigns a team for a project, basis the discussion on the number of hours, skills and other matrix. Upon completion of the project, the hours recorded on the project management tool are sent to the client for approval. The invoices are raised upon receipt of the approval from the clients. Revenues from fixed contract terms are recognized over the period of the contract.	We selected sample contracts and read contract documents, including master service agreements, identified the deliverables and significant milestones, upon completion of which, the revenue is expected to be recognized. The Company followed percentage of completion method in fixed term contracts and recognized revenues as on March 31, 2024 by raising the invoices for the period up to March 31, 2024

Information other than financial statements

6. The Companys Board of Directors is responsible for providing the other information. The other information generally comprises the information included in the Companys Annual Report but does not include the financial statements and our auditors report thereon.

7. Our opinion is on the financial statements and not on the Other Information accompanying the financial statements, and therefore, insofar as the Other Information is concerned, we do not express any form of assurance or conclusion thereon.

8. In connection with our audit of the financial statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Responsibilities of Management and Those Charged with Governance for the Financial Statements

9. The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing the companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

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

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

13. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control.

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

14. 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.

15. 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.

Emphasis of Matter

16. AccelerateBS India Limited [formerly known as AccelerateBS India Private Limited] was originally formed as a Partnership Firm under the name and style of "M/ s. Accelerate Business Solutions" pursuant to a Deed of Partnership dated May 20, 2011. On September 09, 2022, the said Partnership Firm was converted into AccelerateBS India Private Limited pursuant to the provisions of Chapter XXI of the Companies Act, 2013 ("the Act"), and a fresh Certificate of Incorporation dated September 11, 2022, was issued by the Ministry of Corporate Affairs. Later, on April 20, 2023, your Company received a revised Certificate of Incorporation consequent to the change of its status from a Private Limited Company to a Public Limited Company. Your Company got listed on Bombay Stock Exchange ("BSE") SME Platform with effect from July 19, 2023.

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

Report on Other Legal and Regulatory Requirements

17. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

c) The 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, 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 with reference to Financial Statements 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 Companys internal financial controls with reference to Financial Statements.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditors Report in accordance with 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) According to the information and explanations given to us, the Company has disclosed the impact of pending litigations on its financial position in its financial statements.

(ii) According to the information and explanations given to us, the Company did not have any long-term contracts including derivative contracts 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 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 entities ("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 Ultimate Beneficiaries.

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities ("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; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in such circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (a) and (b) contain any material misstatement.

(v) The Company has not declared or paid any dividend for the financial year ended on March 31, 2024.

(vi) Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit 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 financial year ended March 31, 2024.

18. As required by the Companies (Auditors 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.

Annexure - A to the Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act"). Please refer to paragraph 17 (f) of the Auditors Report.

Opinion

In conjunction with our audit of the financial statements of AccelerateBS India Limited [formerly known as AccelerateBS India Private Limited] as of and for the year ended March 31, 2024, we have audited the internal financial controls with reference to financial statements of the Company.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at March 31, 2024, based on the internal financial controls with reference to financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Annexure B to the Auditors Report

Re: AccelerateBS India Limited

The Annexure referred to in Paragraph 18 of the Independent Auditors Report to the members of the Company on the financial statements for the year ended March 31, 2024, we report that:

(i) (a) [A] In our opinion and according to the information and explanations provided to us, we report that the Company has maintained the register of fixed assets showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

[B] In our opinion, the Company is maintaining proper records, showing full particulars of intangible assets held by

the Company during the year.

(b) In our opinion and according to the information and explanations given to us, the fixed assets have been physically verified by the Management at regular intervals and no material discrepancies have been noted.

(c) There are immovable properties owned and held by the Company.

(d) The Company has not revalued its Plant, Property and Equipment or intangible assets during the year. Hence, this clause is not applicable to the Company and hence not commented upon.

According to the information and explanations provided to us, we report that no proceedings have been initiated against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Hence, reporting under this clause is not applicable to the Company and hence not commented upon.

(ii) (a)The Company does not have inventory and hence, this clause, along with sub clause (b) is not applicable to the Company and hence not commented upon.

(iii) (a) According to the information and explanations provided to us, we report that the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or any other parties. Therefore, reporting under this clause, along with sub clause (A), (B), (b), (c), (d), (e) and (f) of the Companies (Auditors) Report Order, 2020 is not applicable to the Company and hence not commented upon.

(iv) We report that the Company has not made any investments, provided any loans, guarantees or securities in accordance with provisions of section 185 and 186 of the Act. Hence, this clause is not applicable to the Company and hence not commented upon.

(v) According to the information and explanations provided to us, we state that the company has not accepted deposits, 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 Companies Act, 2013 and the rules framed thereunder are not applicable to the Company and hence not commented upon.

(vi) As informed to us, the maintenance of cost records has not specified by the Central Government under section 148 (1) of the Companies Act, 2013 in respect of activities carried out by the Company.

(vii)

(a) According to the information and explanation provided to us, and based on our audit procedures performed for the purpose of true and fair reporting of financial statements, we report that the Company is generally regular in depositing undisputed statutory dues of income - tax, goods and services tax, cess and any other statutory dues to the appropriate authorities. The Company is regular in depositing dues of the Provident Fund, With the advent of Goods and Services Tax, the sales tax, service tax and value added tax have been subsumed in the Goods and Service Tax Act. Hence, those statutes are not applicable to the Company during the year.

(b) According to the information and explanations given to us, we report that no undisputed amounts in respect of provident fund, income tax, goods and services tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at March 31, 2024 for a period of more than six months.

(viii) In our opinion and based on our verification of the information provided to us and based on our audit procedures, we state that there are no transactions that are not recorded in the books of accounts of the Company which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). Hence reporting under this clause is not applicable to the Company and hence not commented upon.

(ix) (a) We report that the Company has not defaulted in repayment of loans and other borrowings or in the payment of interest thereon to any lender. Therefore, reporting under this clause, along with sub clauses (b) to (f) is not applicable to the Company and hence not commented upon.

(x) (a) We report that the Company raised funds by way of Initial Public Offer during the year for Equity Shares. The Company offered 1,88,800 fresh Equity Shares during the year. According to the information and explanations given to us and basis our verification of the books of accounts, we report that the funds were applied for the purpose for which they were raised.

(b) The Company has not made any preferrential allottment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Therefore, this clause is not applicable to the Company and hence not commented upon.

(xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the Management, we report that no fraud by the Company or no material fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xii) In our opinion, the Company is not a Nidhi Company and hence this clause is not applicable to the Company and hence not commented upon.

(xiii) In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of the business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

(xv) In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him and hence the the provisions of section 192 of Companies Act, 2013 are not applicable.

(xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, this clause, along with sub clauses (b) to (d) are not applicable to the Company and hence not commented upon.

(xvii) The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xviii) There has not been any resignation of the statutory auditor during the year. Hence this clause is not applicable to the Company and hence not commented upon.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

(xx) (a) The Company has not transferred any unspent amounts to a Fund specified in Schedule VII of the Companies Act, 2013 within a period of six months of the expiry of financial year in compliance with the second proviso to sub section (5) of section 135 of the said Act.

(b) No amount which is remaining unspent under sub-section (5) of section 135 of the Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance with the provision of sub-section (6) of section 135 of the said Act.

(xxi) The Company does not have any associates, subsidiaries, joint ventures. Therefore, it is not required to prepare and present consolidated financial statements. Therefore, this clause is not applicable to the Company and hence not commented upon.

For K S Sanghvi & Co

Chartered Accountants

Firm Registration No: 116714W

Sd/-

Tapan Kirit Sanghvi

Partner,

Membership No: 122244

Place: Mumbai

Date: May 16, 2024

UDIN: 24122244BKCDSW4828