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Allied Digital Services Ltd Auditor Reports

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Allied Digital Services Ltd Share Price Auditors Report

To

The Members of

Allied Digital Services Limited

Report on the audit of the Standalone Financial Statements

QUALIFIED OPINION

1. 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 31, 2026, 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 Statements).

2. 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, 2013, 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 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, 2026, its profit including other comprehensive income, changes in equity and its cash flows for the year

BASIS FOR QUALIFIED OPINION

3. We draw attention to: Note No. 8 to the Standalone Financial Statements, which explains that the Company had granted interest free loans to certain subsidiaries/related parties in earlier years, which is in non-compliance with the provisions of Section 186(7) of Companies Act, 2013 requiring loans to be granted at a rate of interest not lower than the prevailing yield of Government securities of corresponding tenor.

During the current year, one of the loans amounting to 11,625 lakhs outstanding at the beginning of the year has been converted into investment vide agreement dated March 25, 2026, while interest has been charged on the other continuing loans with effect from April 1, 2025 and/or such loans have been repaid. However, no interest was charged on the aforesaid loan up to the date of conversion into investment and accordingly the Company continued to be in non-compliance with Section 186(7) of the Companies Act, 2013 during part of the current year. Further, the Company is yet to complete certain FEMA related reporting/compliance requirements in respect of the aforesaid conversion of loan into investment, the consequences of which, including any penal implications, are presently not ascertainable.

4. We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors 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 ended on that date.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 Ethics. We 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

5. 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 31, 2026. 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 matter described below to be the key audit matter to be communicated in our report.

Sr. No Key Audit Matter How the Key Audit Matter was addressed in our audit
1. Revenue recognition Our Audit Approach:
The Company undertakes fixed price contracts, including those with multiple performance obligations. Revenue recognition for these contracts requires judgment in identifying distinct performance obligations, determining the transaction price, and selecting an appropriate method to measure revenue over time. Our audit procedures included:
\u2022 Gaining an understanding of systems, processes, and internal controls relevant to the evaluation of fixed price contracts, identification of performance obligations, determination and allocation of transaction price, measurement of efforts incurred, and estimation of total efforts to determine the appropriate revenue recognition method.
For contracts where performance obligations are met over time, revenue is recognized using thepercentage-of-completionmethod,based on management\u2019s estimate of total contract efforts. \u2022 For a sample of contracts, we assessed compliance with applicable revenue recognition standards by:
These estimates involve significant judgment and are regularly updated to reflect the most current information. Such contracts may also involve recognition of onerous obligations, requiring critical management estimates. In the case of fixed price maintenance contracts, revenue is recognized either on a straight-line basis, using the percentage-of- completion method, or based on amounts billed whichever best reflects the value of services delivered. Evaluating identification of performance obligations and contract terms to determine the transaction price;
\u2022 Assessing the appropriateness of the revenue recognition method applied;
\u2022 Testing calculations of actual and estimated efforts, including a retrospective review and evaluation of any onerous obligations;
We identified revenue recognition as a key audit matter because it involves significant judgment in identifying performance obligations, determining transaction prices, estimating total contract efforts for percentage-of-completion measurement, and assessing onerous obligations \u2022 Reviewing supporting documentation for contract assets/unbilled revenue as of the balance sheet date.
\u2022 Examined aged contract assets to identify potential delays impacting effort estimations and milestone achievement.
\u2022 Performed analytical procedures on revenue and receivables to identify any unusual trends or inconsistencies.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

6. The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report (including but not limited to Management Discussion & Analysis Report, Board Report) but does not include the Standalone Financial Statements and our auditors report thereon. The 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 identifiedabove 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

7. The accompanying Standalone Financial Statements have been approved by the Companys Board of Directors. The Companys Board of Directors are 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian 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 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.

8. 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.

9. The Board of Directors are also responsible for reporting overseeing the Companys financial process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

10. 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 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.

11. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: 11.1. 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 sufficientand 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.

11.2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the 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.

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

11.4. 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 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 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

11.5. 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.

12. 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 in internal control that we identify during our audit.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of Standalone Financial Statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

15. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of Section 143 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 3 and 4 of the Order, to the extent applicable.

16. As required by Section 143(3) of the Act, we report that: a. We have sought and except for the matter 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.

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 except for the matter described in the Basis for Qualified Opinion above and except for the matters stated in the paragraph 17(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other

Comprehensive Income, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the booksdeficiencies of account.

d. Except for the possible effects of the matter described in the Basis for Qualified Opinion section, in our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

e. The matter described in paragraph 3 under the Basis for Qualified Opinion section, in our opinion, may have an effect on the functioning of the Company.

f. On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act.

g. With 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.

h. In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid/ provided by the Company to its directors in excess of the limit prescribed in provisions of Section 197 read with Schedule V to the Act. We understand that the excess amount paid/ provided shall be placed for approval of the Board of Directors and shareholders in due course.

17. 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, as amended in our opinion and to the best of our information and according to the explanations given to us, we report as under: a. The Company has disclosed the impact of pending litigations as at March 31, 2026 on its financial position in its Financial Statements - Refer Note 35 to the Standalone Financial Statements;

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

c. There is no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company during the year;

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 41(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 41(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 sub-clauses (a) and (b) contain any material misstatement

e. The 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.

f. Based on our examination, which included test checks, the Company has used 2 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 of 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.

Annexure - A

referred to in paragraph 15 of the Independent Auditors Report of even date to the members of Allied Digital Services Limited (the Company) in the Standalone Financial Statements as of and for the year ended March 31, 2026 under the heading Report on other Legal and Regulatory requirements.

i. In 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 situation of Property, Plant & Equipment.

(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 ontion are appropriate. Pursuant the basis of our examination of the records of the Company, tion and reconciliationthe property, plant and equipment and right-of-use assets have been physically verified by the management during the year. As represented to us, the reconciliation of the results of such physical verification with the Fixed Asset Register and books of account was under process as at the balance sheet date. In the absence of the completed reconciliation, we are unable to comment on whether any further material discrepancies exist between the physical assets and the books of account.

(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 year. Accordingly, the provisions stated under paragraph 3(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, 1988 (45 of 1988) and rules made thereunder. Accordingly, the provisions stated under paragraph 3(i)(e) of the Order are not applicable to the Company.

ii. (a) The management has conducted physical verification of inventories during the year.

In our opinion, having regard to the nature and size of the Companys operations, the coverage and procedure of such physical to the exercise, physical inventories aggregating to approximately 894 lakhs (net), identified as non-moving, obsolete and short, have been written off/adjusted in the books of account during the year.

(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 Company. Basis 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.

iii. The Company has outstanding loans, granted in earlier years in the ordinary course of its business, to Companies, Firms, Limited Liability Partnerships and other parties. The 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 not granted any fresh loans during the year, the amount disclosed below as granted/ provided during the year, aggregating 31 lakhs, represents interest accrued during the year on loans granted in earlier years, details of which are given below. It 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 - - 31 -
Balance outstanding as at balance sheet date in respect of above cases
Subsidiaries - - - -
Joint Ventures - - - -
Associate - - 32 -
Others - - 885 -

# including interest accrued.

(b) According to the information and explanations given to us and based on the audit procedures performed by us, the Company has not granted any fresh loans during the year. However, the Company had outstanding interest-free loans to its subsidiary amounting to 11,625 lakhs as at the beginning of the year. Such loans were not in compliance with the provisions of Section 186(7) of the Companies Act, 2013, as no interest was charged thereon up to the date of their conversion into equity in March 2026. Accordingly, in our opinion, the terms and conditions of such loans were prejudicial to the interest of the Company. Further, 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, the loans granted to related parties are repayable on demand and do not stipulate any schedule for repayment of principal or payment of interest. As represented to us by the management, no demand for repayment of principal or payment of interest was made during the year. During the year, the Company has not granted advances in the nature of loans.

(d) According to the information and explanations given to us and based on our examination of the records of the Company, the loans granted to related parties are repayable on demand and the terms thereof do not stipulate any schedule for repayment of principal or payment of interest. As represented to us by the management, no demand for repayment of principal or payment of interest was made during the year. Accordingly, no amounts were due for repayment as at the balance sheet date.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, no loan which had fallen due during the year has been renewed or extended, nor has any fresh loans been granted to settle the overdues of existing loans. Accordingly, the provisions stated under paragraph 3 (iii) (e) of the Order is not applicable to the Company.

(f) The Company has granted loan(s) which are repayable on demand or without specifying any terms or period of repayment, as per details below. The 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) 917 - 883
- Agreement does not specify any terms or period of repayment (B) - - -
Total (A + B) 917 - 883
Percentage of loans/advances in nature of loan to the total loans 100% - 96.30%

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 and 186 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 3(iii)(b).

v. According 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 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under, are not applicable to the Company. We 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.

vi. The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus, reporting under paragraph 3(vi) of the Order is not applicable to the Company.

vii. In 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, income-tax, duty of customs, professional tax, cess and other material statutory dues to the appropriate authorities, except certain delays noted. As 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 material undisputed amounts payable in respect of goods and services tax, provident fund, employees state insurance, income-tax, duty of customs, cess and any other material statutory dues in arrears as at March 31, 2026, which are outstanding for a period of more than six months from the date they became payable.

(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 Statue Nature of Dues Amount ( in lakh) Period to which the amount relates Forum where the disputes are pending
Income Tax Act, 1961 Penalty u/s 271(1)(c) 33 FY 2005 \u2013 06 CIT (Appeals), Mumbai

Refer Note 35 of the Standalone Financial Statements for details.

viii. According 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, 1961.

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.

(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) According to the information and explanations given to us by the management and the audit procedures performed by us, funds raised on short-term basis, prima facie, do not seem to have been utilized during the year for long-term purposes. However, we observed that the Company had availed Cash Credit facilities sanctioned for working capital purposes and, during the year, certain amounts drawn under such facilities were temporarily deployed in liquid Mutual Funds that were redeemable on short notice. Such temporary deployment was not specifically covered within the sanctioned end-use terms of the borrowing arrangements. Based on the explanations provided by the management, the funds were not deployed for long-term purposes and remained readily available for meeting working capital requirements.

(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 associates. during the year. The 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 associates. The Company does not have a joint venture. Hence the requirement to report on paragraph 3(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 3 (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 3 (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 sub-section (12) of section 143 of the Companies Act, 2013 has been filed by the secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. Further, as represented to us, the Company does not have a cost auditor and hence, the reporting requirement in terms of cost auditor does not gets applicable here.

(c) According to the information and explanations given to us, no whistle blower complaints were received by the Company during the year ended March 31, 2026. Accordingly, there were no such complaints to be considered while determining the nature, timing and extent of our audit procedures.

xii. The Company is not a Nidhi Company and hence reporting under paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According 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 177 and 188 of the Act where applicable and the details have been disclosed in the note no. 39 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 needs to expand the scope and coverage of the audit procedures to commensurate with the size and nature of its business 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.

xv. According to the information and explanations given by the management, the Company has not entered into non-cash transactions with directors or persons connected with them as referred to in Section 192 of the Act. Accordingly, reporting under paragraph 3(xv) of the Order is not applicable to the Company.

xvi. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). Accordingly, clause 3 (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, 1934. Accordingly, clause 3 (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 3 (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 3(xvi)(d) of the Order is not applicable to the Company.

xvii. According 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.

xviii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause 3(xviii) of the Order is not applicable to the Company.

xix. According to the information and explanations given to us and on the basis of the financial ratios disclosed in Note 41(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 date. We, however, state that this is not an assurance as to the future viability of the Company. We 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 sub-section (6) of section 135 of the said Act. This matter has been disclosed in Note 40 to the Standalone 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 (6) of section 135 of Companies Act. This matter has been disclosed in Note 40 to the Standalone Financial Statements.

xxi. As the Company is also preparing its consolidated financial statement, reporting under paragraph 3

(xxi) is given in the consolidated audit report.

Annexure - B

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

(Referred in paragraph 16(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 Sub-section 3 of Section 143 of the Companies Act, 2013 (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 31, 2026 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 audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. 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 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 effectiveness. Our audit of internal financialcontrols 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 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 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 principles. A Companys internal financial control with reference to the financial statements 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 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 detected.

Also, 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 weaknesses have been identified in the operating effectiveness of the companys internal financial controls with reference to financial statements as at March 31, 2026:

a. Internal Financial Controls relating to financial closure including preparation and presentation of financial statements did not operate effectively during the year which could potentially result in misstatement of financial statements.

b. Certain deficiencies were noted in the design and operating effectiveness of Information Technology General Controls (ITGCs), particularly in the areas of 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, except for the possible effects of the material weaknesses described in Qualified Opinion section above on the achievement of the objectives of the control criteria, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2026, 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.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended March 31, 2026 and these material weaknesses do not affect our opinion on the standalone financial statements of the Company.

For Singhi & Co.
Chartered Accountants
Firm Registration Number: 302049E
Ravi Kapoor
Partner
Membership No: 040404
Place: Mumbai
Date: May 21, 2026
UDIN: 26040404UNHIQS1222

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