Allied Digital Services Ltd Auditor Reports

To

The Members of

Allied Digital Services Limited

Report on the audit of the Standalone Financial Statements

QUALIFIED OPINION

We have audited the accompanying Standalone Financial Statements of Allied Digital Services Limited (hereinafter referred as "the Company"), which comprise the Standalone Balance sheet as at March , , the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as " Standalone Financial Statement").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid Standalone Financial Statements give the information required by the Companies Act, , as amended ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section of the Act read with the Companies (Indian Accounting Standards) Rules, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March , , its profit including other comprehensive income, changes in equity and its cash flows for the year ended on that date

BASIS FOR QUALIFIED OPINION

We draw attention to:

aNote no to the Standalone Financial Statements, which explains the non – compliance with the requirements of the Ind – AS , "Accounting Policies, Changes in Accounting Estimates and Errors", for the matters described therein.

bNote No(a) to the Standalone Financial Statements, which explains that the Company is in process of reconciling a difference of approximately lakhs between Input Tax Credit (ITC) under Goods and Services Tax (GST) and the records available on GST portalIn the absence of a reconciliation statement and supporting documentation, we were unable to verify the correctness and recoverability of the ITC recognised.

cNote No(d) to the Standalone Financial Statements, which explains that the Company has given interest free loans to certain companies, which is in non – Compliance of Section () of Companies Act, The amount outstanding as on March , is , lakhs.

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SAs"), as specified under section () of the ActOur responsibilities under those SAs are further described in the "Auditors Responsibilities for the Audit of the Standalone Financial Statements" section of our reportWe 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of EthicsWe believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified 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 financial year ended March , 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 mattersWe have determined the matter described below to be the key audit matter to be communicated in our report.

Key Audit Matter	How the Key Audit Matter was addressed in
	our audit
Revenue recognition	Our Audit Approach:
The Company undertakes fixed price contracts,	Our audit procedures included:
including those with multiple performance	Gaining an understanding of systems,
obligationsRevenue recognition for these	processes, and internal controls relevant
contracts requires judgment in identifying	to the evaluation of fixed price contracts,
distinct performance obligations, determining	identification of performance obligations,
the transaction price, and selecting an	determination and allocation of transaction
appropriate method to measure revenue over	price, measurement of efforts incurred, and
time.	estimation of total efforts to determine the
	appropriate revenue recognition method.
For contracts where performance obligations
are met over time, revenue is recognized using	For a sample of contracts, we assessed
the percentageofcompletion method, based	compliance with applicable revenue
on managements estimate of total contract	recognition standards by:
effortsThese estimates involve significant	Evaluating identification of
judgment and are regularly updated to reflect	performance obligations and contract
the most current informationSuch contracts	terms to determine the transaction
may also involve recognition of onerous	price;
obligations, requiring critical management
estimates.	Assessing the appropriateness of the
	revenue recognition method applied;
In the case of fixed price maintenance	Testing calculations of actual and
contracts, revenue is recognized either on a	estimated efforts, including a
straightline basis, using the percentageof	retrospective review and evaluation of
completion method, or based on amounts	any onerous obligations;
billed—whichever best reflects the value of
services delivered.	Reviewing supporting documentation
	for contract assets/unbilled revenue as
We identified revenue recognition as a key	of the balance sheet date.
audit matter because it involves significant	Examined aged contract assets to
judgment in identifying performance	identify potential delays impacting effort
obligations, determining transaction prices,	estimations and milestone achievement.
estimating total contract efforts for percentage
ofcompletion measurement, and assessing	Performed analytical procedures on
onerous obligations.	revenue and receivables to identify any
	unusual trends or inconsistencies.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the preparation of the other informationThe other information comprises the information included in the Annual Report but does not include the Standalone Financial Statements and our auditors report thereonThese Annual Report is expected to be made available to us after the date of our auditors report

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

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

When we read the Annual Report, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstance and the applicable laws and regulation

MANAGEMENTS RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The accompanying Standalone Financial Statements has been approved by the Companys Board of DirectorsThe Companys Board of Directors are responsible for the matters stated in section () 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section of the Act read with the Companies (Indian Accounting Standards) Rules, , as amendedThis responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the 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 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 Companys financial reporting process.

AUDITORS 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 auditors report that includes our opinionReasonable 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 existsMisstatements 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 scepticism throughout the auditWe 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 opinionThe 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 circumstancesUnder section ()(i) the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls in place and the operating effectiveness of such controls.

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

.Conclude on the appropriateness of the 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 concernIf we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinionOur conclusions are based on the audit evidence obtained up to the date of our auditors reportHowever, 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 influencedWe 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 for the financial year ended March , and are therefore the key audit mattersWe describe these matters in our auditors 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.

OTHER MATTER

The standalone financial statements of the Company for the year ended March , were audited by the predecessor auditor, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated May ,

Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditors Report) Order, ("the Order"), issued by the Central Government of India in terms of subsection () of Section of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A", a statement on the matters specified in paragraphs and of the Order, to the extent applicable.

As required by Section () of the Act, we report that: aWe have sought and except for the matters described in the Basis for Qualified Opinion Section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

bIn 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 except for the matters described in the Basis of Qualified Opinion above and except for the matters stated in the paragraph (f) below on reporting under Rule (g) of the Companies (Audit and Auditors) Rules, .

cThe Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

dExcept for the possible effects of the matters described in the Basis for Qualified Opinion section, in our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section of the Act, read with Companies (Indian Accounting Standards) Rules, , as amended.

eThe matters described in paragraph under the Basis for Qualified Opinion section, in our opinion, may have an effect on the functioning of the Company.

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

gWith respect to the adequacy of the internal financial controls with reference to these Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B", wherein we have expressed a modified opinion

hIn our opinion, the managerial remuneration for the year ended March , has been paid/provided by the Company to its directors in excess of the limit prescribed in provisions of Section read with Schedule V to the ActWe understand that the excess amount paid/provided shall be placed for approval of the Board of Directors and shareholders in due course.

With respect to the other matters to be included in the Auditors Report in accordance with Rule of the Companies (Audit and Auditors) Rules, , as amended in our opinion and to the best of our information and according to the explanations given to us, we report as under:

aThe Company has disclosed the impact of pending litigations as at March , on its financial position in its Financial Statements – Refer Note to the Standalone Financial Statements;

bThe Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;

cThere has been delays in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company during the yearRefer Note to the Standalone Financial Statements;

d(a) The management has represented to us 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(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend to 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(Refer note (k)).

(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(s) or entity(ies), 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; (Refer note (k)); and

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

eThe Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting

fBased on our examination, which included test checks, the Company has used accounting software(s) for maintaining its books of account which has a feature of recording audit trail (edit log) facility but was not enabled throughout the year in respect these accounting software(s)Hence, the required provisions of the Act regarding audit trail for these software(s) have not been complied with in all aspects

Further, we are unable to comment if there are any instance of audit trail feature being tampered with, since such feature was not enabled.

Since the audit trail functionality was not enabled during the year, the question of its retention does not arise, and accordingly, we are unable to comment thereon.

For Singhi & Co.

Chartered Accountants Firm Registration Number: E

Place: Mumbai Shweta Singhal Date: May , Partner UDIN: BMLEKL Membership No:

Annexure A

Referred to in paragraph of the Independent Auditors Report of even date to the members of Allied Digital Services Limited (the "Company") in the Financial Statements as of and for the year ended March , under the heading "Report on other Legal and Regulatory requirements".

iIn respect of the Companys Property, Plant & Equipment and Intangible Assets:

(a) (A) The Company has not maintained proper records showing full particulars including quantitative details and situationofProperty,Plant&Equipment.

The Company had maintained relevant details of Right–of–use assets.

(B) The Company has not maintained proper records showing full particulars including quantitative details and situation of Intangible Assets.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the property, plant and equipment have not been physically verified by the management during the yearSince no verification was carried out during the current year, we are unable to comment on the reasonable interval of the physical verification and discrepancies, if any, that may arise on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), are held in the name of the Company

(d) The Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the yearAccordingly, the provisions stated under paragraph (i)(d) of the Order are not applicable to the Company.

(e) According to the information and explanations given to us, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, ( of ) and rules made thereunderAccordingly, the provisions stated under paragraph (i) (e) of the Order are not applicable to the Company.

ii(a) The management has not conducted physical verification of inventory during the yearAccordingly, we are unable to comment on the reasonableness of intervals, coverage, and procedures of such verificationFurther, we are unable to comment on whether any discrepancies of % or more in the aggregate for each class of inventory were noticed and whether they have been properly dealt with in the books of account.

(b) During the year, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets of the CompanyBasis the information and explanation provided to us and basis our audit procedures undertaken, we have come across difference between the information submitted in the quarterly returns/statements filed by the company with such banks or financial institutions when compared with the books of account and other relevant information provided by the Company and the company has not prepared reconciliation.

iiiDuring the year, in the ordinary course of its business, the Company has granted loans to Companies, Firms, Limited Liability Partnerships and other partiesThe Company has not made investments and granted advances in the nature of loans, secured and unsecured and provided any guarantee or security to these specified parties:

(a) The Company has provided loans during the year, details of which are given belowIt has not provided advances in the nature of loans or stood guarantee or provided security to any other entity: ( in lakhs)

Particulars	Guarantee	Security	Loans#	Advances in
				Nature of Loans
Aggregate amount granted/provided during the year
Subsidiaries
Joint Ventures
Associate
Others
Balance outstanding as at balance sheet date in respect of above cases
Subsidiaries			,
Joint Ventures
Associate
Others			,

^# excluding interest accrued and expected credit allowances.

(b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the terms and conditions of loans granted by the company to its related parties and other parties, (total loan amount granted during the year lakhs and balance outstanding as at balance sheet date , lakhs) are prejudicial to the companys interest on account of the fact that the such loans have been granted at nil interest which is not in compliance with Section () of the ActFurther, during the year the Company has not provided guarantees, given security and granted loans and advances in the nature of guarantees to any party(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, in our opinion the repayment of principal and payment of interest has not been stipulatedAccordingly, we are unable to comment as to whether the repayments/receipts of principal and interest are regularDuring the year, the Company has not granted advances in the nature of loans.

(d) In the absence of stipulated schedule of repayment of principal and payment of interest in respect of loans given by the Company, we are unable to comment as to whether there is any amount which is overdue for more than days and whether any reasonable steps have been taken by the Company for recovery of principal amounts such loans and accrued interest

(e) In respect of loans granted by the Company, the schedule of repayment of principal and interest has not been stipulatedAccording to the information, explanation and representation provided to us, such loans have not been demanded for repayment as on dateHence, as no loans have fallen due during the year due to nonstipulation of terms for repayment of loans, the provisions stated under paragraph (iii) (e) of the Order is not becoming applicable to the CompanyThe Company has not granted advances in the nature of loans(f) The Company has granted loan(s) which are repayable on demand or without specifying any terms or period of repayment, as per details belowThe Company has not granted advances in the nature of loans: ( in lakhs)

Particulars	All Parties	Promoters	Related
			Parties
Aggregate of loans/advances in nature of loan
Repayable on demand (A)	,		,
Agreement does not specify any terms or period
of repayment (B)
Total (A + B)	,		,
Percentage of loans/advances in nature of loan to the	%		.%
total loans

ivIn our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of sections and of the Act in respect of loans and investments made and guarantees and security provided by it, as applicable, except for the cases stated in paragraph (iii)(b).

vAccording to the information and explanations given to us and the audit procedures performed by us, we state that the Company has not accepted any deposit or amounts which are deemed to be deposits during the year and hence the directives issued by the Reserve Bank of India and the provisions of Sections to or any other relevant provisions of the Companies Act, and the rules made there under, are not applicable to the CompanyWe are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal against the Company in this regard.

viThe maintenance of cost records has not been specified by the Central Government under Section () of the Companies Act, for the business activities carried out by the CompanyThus, reporting under paragraph (vi) of the Order is not applicable to the Company.

viiIn respect of statutory dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Goods and Services Tax, provident fund, employees state insurance, incometax, duty of customs, Professional Tax, cess and other material statutory dues to the appropriate authorities, except certain delays notedFurther, refer note , which states the amount not deposited to Investor Education and Protection Fund in timely mannerAs explained to us, the Company did not have any dues on account of sales tax, service tax, duty of excise and value added tax.

As represented by the management, there are no undisputed amounts payable in respect of Goods and Services Tax, provident fund, employees state insurance, incometax, duty of customs, cess and any other material statutory dues in arrears as at March , , which are outstanding for a period of more than six months from the date they became payable, except as stated below:

Name of	Nature of	Amount	Period to	Due Date	Date of	Date of
the Statue	Dues	( in lakh)	which the		Payment	Payment
			amount
			relates
Professional	Professional	.	Apr –	Various	Various	Not paid as
Tax	Tax		Sep	dates	dates	on the date
						of audit
						report

(b) According to the information and explanations given to us and on the basis of our examination of the records, there are no statutory dues referred to in sub clause (a) that have not been deposited on account of any dispute except for disputed income tax dues as tabulated below:

Name of the	Nature of Dues	Amount	Period to which	Forum where
Statue		( in lakh)	the amount	the disputes are
			relates	pending
Income Tax Act,	Penalty u/s ()(c)		AY	CIT (Appeals),
				Mumbai
Income Tax Act,	Penalty u/s ()(c)		AY	CIT (Appeals),
				Mumbai

Refer Note of the Standalone Financial Statements for details.

viiiAccording to the information and explanations given to us, there are no transactions which have not been recorded in the books of account but have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, .

ix(a) According to the information and explanations provided to us, the company has not defaulted on the repayment of loans or borrowings, nor on the payment of interest thereon to any lender, except in certain cases where a few banks have reported overdue paymentsAs explained by management, these delays are due to technical glitches on the lenders side.

(b) Basis the information and explanation provided to us; the Company has not been declared a willful defaulter by any bank or financial institution or government

(c) According to the information and explanations given to us by the management and the audit procedures performed by us, we state that the money raised by way of term loans were applied for the purposes for which they were obtained.

(d) On an overall examination of the financial statements of the Company, funds raised on shortterm basis have, prima facie, do not seem to have been utilized during the year for longterm purposes

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries and associatesduring the yearThe Company does not have a joint venture.

(f) According to the information and explanations given to us and the procedures performed by us, we state that the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries and associatesThe Company does not have a joint ventureHence the requirement to report on clause ix (f) of the order is not applicable to the Company

x(a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under paragraph (x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence reporting under paragraph (x)(b) of the Order is not applicable to the Company.

xi(a) According to the information, explanations and representations given to us, no fraud by the Company or no fraud on the Company has been noticed or reported during the year

(b) During the year, no report under subsection () of section of the Companies Act, has been filed by the secretarial auditor or by us or by the retiring auditor in Form ADT – as prescribed under Rule of Companies (Audit and Auditors) Rules, with the Central Government

(c) We have taken into consideration the whistle blower complaints received by the Company, during the year and provided to us while determining the nature, timing and extent of audit procedures

xiiThe Company is not a Nidhi Company and hence reporting under paragraph (xii) of the Order is not applicable to the Company.

xiiiAccording to the information and explanations given by the management and the audit procedures performed by us, transactions with the related parties are in compliance with section and of the Act where applicable and the details have been disclosed in the note no to the Standalone Financial Statements, as required by the applicable accounting standards

xiv(a) The company has an internal audit system; however, in our opinion, it is not commensurate with the size and nature of its businessThe scope, frequency, and coverage of the audit procedures are inadequate considering the scale and complexity of the companys operations.

(b) We have taken into consideration, the internal audit reports for the period under audit issued by the internal auditor during the year of our audit for determining the nature, timing and extent of audit procedures.

xvAccording to the information and explanations given by the management, the Company has not entered into noncash transactions with directors or persons connected with them as referred to in Section of the ActAccordingly, reporting under paragraph (xv) of the Order is not applicable to the Company.

xvi(a) The Company is not required to be registered under section IA of the Reserve Bank of India Act, ( of )Accordingly, clause (xvi) (a) of the Order is not applicable

(b) The Company has not conducted any Non – banking financial or Housing finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India as per Reserve Bank of India Act, Accordingly, clause (xvi) (b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and hence reporting under paragraph (xvi) (c) of the Order is not applicable to the Company.

(d) According to the information and explanations given to us, there is no Core Investment Company as a part of the Group, hence, the requirement to report on clause (xvi)(d) of the Order is not applicable to the Company.

xviiAccording to the information and explanations given to us and based on our examination of the records of the Company, the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xviiiThere has been no resignation of the statutory auditors during the year and accordingly the reporting under clause (xviii) of the Order is not applicable to the Company.

xixAccording to the information and explanations given to us and on the basis of the financial ratios disclosed in Note (a) to the Financial Statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, undrawn credit lines, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not 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 dateWe, however, state that this is not an assurance as to the future viability of the CompanyWe further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in annual report is expected to be made available to us after the date of this auditors report.

xx(a) There are no unspent CSR amounts on account of ongoing projects or other than ongoing projects for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of subsection () of section of the said ActThis matter has been disclosed in Note to the Financial Statements.

(b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section () of section of Companies ActThis matter has been disclosed in Note to the Financial Statements

xxiAs the Company is also preparing its consolidated financial statement, reporting under paragraph (xxi) is given in the consolidated audit report.

For Singhi & Co.

Chartered Accountants Firm Registration Number: E

Place: Mumbai Shweta Singhal Date: May , Partner UDIN: BMLEKL Membership No:

Annexure B

TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF ALLIED DIGITAL SERVICES LIMITED

(Referred in paragraph (g) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Subsection of Section of the Companies Act, ("the Act")

We were engaged to audit the internal financial controls with reference to standalone financial statements of ALLIED DIGITAL SERVICES LIMITED ("the Company") as of March , in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to the financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note 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 Act.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the financial statements based on our auditWe conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section () of the Act, 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 ICAIThose 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 with reference to the financial statements 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 with reference to the financial statements and their operating effectivenessOur audit of internal financial controls with reference to the financial statements included obtaining an understanding of internal financial controls with reference to the financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed riskThe 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 qualified opinion on the Companys internal financial controls system with reference to the standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE STANDALONE FINANCIAL STATEMENTS

A Companys internal financial control with reference to the financial statements 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 principlesA Companys internal financial control with reference to the financial statements includes those policies and procedures that:

() pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

() 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

() 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 WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

QUALIFIED OPINION

During the course of our audit, the following material weakness have been identified in the operating effectiveness of the companys internal financial controls with reference to financial statements as at March , :

aThe Companys internal financial control system towards preparation, presentation, identification and application of relevant accounting standards, disclosure, classification of standalone financial statement including the closure of books of accounts were not operating effectively.

bThe Company is under process of updating the Risk Control Matrix which commensurate with the current process

cSignificant lapses were noted in the design and operating effectiveness of IT General Controls

(ITGCs), particularly in areas related to user access management, change management, and system backup procedures

These matters could have potential impact on the relevant areas of the financial statements/information technology general controls of the Company.

A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March , , based on the internal control with reference to Standalone Financial Statements 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, and except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Companys internal financial controls over financial reporting were operating effectively as of March , .

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March , and these material weakness do not affect our opinion on the standalone financial statements of the Company.

For Singhi & Co.

Chartered Accountants Firm Registration Number: E

Place: Mumbai Shweta Singhal Date: May , Partner UDIN: BMLEKL Membership No: