Cerebra Integrated Technologies Ltd Auditor Reports

c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act. e. On the basis of written representations received from the directors as on March 31, 2025, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of section 164 (2) of the Act; f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B . Our report expresses Disclaimer of Opinion on the Company s internal financial controls over financial reporting. g. With respect to the other matters to be included in the Auditor s Report in accordance with the requirements under Section 197(16) of the Act, as amended: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. h. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements ii. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. (a) The management has represented that, to the best of it s knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity ( Intermediary ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ( Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (b) The management has represented, that, to the best of it s knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the company from any person or entity, including foreign entity ( Funding Party ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ( Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)above, contain any material mis-statement. v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013. vi. Based on our examination which included test checks, the company has used an accounting

software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

The company has maintained an audit trail (edit log) as prescribed under the applicable rules for all transactions recorded in its accounting software. Further, we have reviewed the audit trail maintained by the company and are of the opinion that the same has not been tampered with and has been preserved by the company as per the statutory requirements for record retention.

Annexure A to the Independent Auditors Report

(Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirements of our report of even date to the Standalone Financial Statements of the company for the year ended 31^st March, 2025)

As per the books and records produced before us and as per the information and explanations given to us and based on such audit checks that we considered necessary and appropriate, we confirm that:

i. In respect of the Company s Property, Plant and Equipment and Intangible Assets: a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets. b. As per the information and explanation given us, all Property, Plant and Equipment and other Intangible assets have been physically verified by the management during the year. However, documents in support of physical verification has not been provided for our verification. Hence, we are unable to comment on the reasonability of physical verification and material discrepancies noticed if any. c. According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds provided to us, we report that, the title deeds comprising all the immovable properties (Other than Immovable property held under Lease cum Sale Agreement) are freehold, are held in the name of the Company as at the balance sheet date, except for the following which is not held in the name of the Company:

d. As per the information and explanation given to us the Company has not revalued any of its Property, Plant and Equipment.

e. As per the information and explanation given us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made there under.

ii. a. We have not been provided with the details of physical verification of inventory conducted by management of the Company during current financial year. Hence, we are unable to comment on whether method, procedure and coverage of such verification is appropriate or not. Also, refer Basis for Disclaimer of Opinion section of our report of even date.

b. The Company has been sanctioned with working capital limits in excess of 5 crore, in aggregate during the year, from banks on the basis of security of inventory and trade receivables, quarterly returns or statements filed by the company with such banks are in agreement with the books of account of the company.

iii. According to the information and explanation given to us and based on our examination of records of the company, during the year the Company has given loans or provided advances which are in the nature of loans.

a. A. The aggregate amount of advance given to its subsidiary is Rs. 0.02 crore and the balance outstanding as on 31.03.2025 is Rs. 5.97 crore (Prev Year Balance Rs.5.95 crore). Also, refer Basis for Disclaimer of Opinion section of our report of even date

B. The company has not advanced any loans or advances and guarantees or security to parties other than subsidiaries, joint ventures and associates.

b. According to the information and explanation given to us and based on audit procedures conducted by us, we are of the opinion that, the terms and conditions of the grant of such advances are prima facie prejudicial to the interest of the company, as such advances are interest free.

c. We have been informed that, schedule of repayment is not fixed for loans and advances granted to subsidiary company, hence we are unable to comment on whether repayments or receipts are regular.

d. As the schedule of repayment is not fixed for loans and advances granted to subsidiary company, we are unable to comment on whether the amount is overdue and whether reasonable steps have been taken by the company. Also, refer Basis for Disclaimer of Opinion section of our report of even date.

e. As the schedule of repayment is not fixed for loans and advances granted to subsidiary company, we are unable to comment on its due if any. However, company has not renewed or extended or sanctioned fresh loans to settle the existing loans given to the same parties.

f. During the year, the Company has granted Rs.0.02 crore of loan to its subsidiary company without specifying any terms or period of repayment. Aggregate amount of loan granted to subsidiary company as on 31.03.2025 is Rs.5.97 crore, loan granted during the year amounts to 0.34% of aggregate loan outstanding as at the end of the year.

iv. As per the information provided and explanation given to us, there are no loans, investments, guarantees, and security under section 185 and 186 of the Companies Act 2013. Hence the provisions of clause 3(iv) of paragraph 3 of the Order are not applicable.

v. During the year company has not accepted any deposits, however, the company has received certain amounts and grouped under unsecured loans, for which we have not been provided with information to assess whether these amounts received falls under the definition of deemed deposits. Accordingly, we are unable to verify compliance with the provisions of sections 73 to 76 of the Act and the rules made thereunder.

vi. The maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 and the rules made there under are applicable relating to the operations of the company. However, we have not been provided with the same. Hence, we are unable to comment on whether such cost records are maintained or not.

vii. a. As per the information and explanations given to us, the company has generally been regular in depositing undisputed statutory dues including Goods and service tax, provident fund, income-tax, cess and other statutory dues to the appropriate authorities except for few delays. As explained to us, the company did not have any dues on account of employee s state insurance, duty of customs and duty of excise. As per the information and explanations given to us, below are the details of undisputed amounts payable in respect of aforesaid dues, which are outstanding as on March 31, 2025 for a period of more than 6 months from the date they became payable.

b. As per the information and explanations given to us, the following statutory dues have not been deposited on account of dispute:

viii. As per the information and explanations given to us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961(43 of 1961). Hence, reporting under clause 3(viii) of the Order is not applicable. ix. a. In our opinion, the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year; b. Company is not declared willful defaulter by any bank or financial institution or other lender; c. According to the information and explanation given to us, term loans were applied for the purpose for which the loans were obtained. However, during the year the Company has not taken any term loan. d. According to the information and explanation given to us, funds raised on short term basis have not been utilised for long term purposes; e. According to the information and explanation given to us, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures; f. According to the information and explanation given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies; x. a. As per the information and explanations given to us, the company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.

Hence, reporting under clause 3(x)(a) of the Order is not applicable.

b. As per the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or convertible debentures during the year. Hence, reporting under clause 3(x)(b) of the Order is not applicable.

xi. a. No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

b. No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

c. As per the information and explanation given to us, the Company has not received any whistle blower complaints during the year.

xii. The company is not a Nidhi Company. Hence, reporting under clause 3(xii) of the Order is not applicable.

xiii. As per the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act,2013 where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv. a. The company does not have an internal audit system commensurate with the size and nature of its business.

b. The reports of the Internal Auditors for the period under audit were not provided to us, hence we are unable to comment on whether the same were considered.

xv. As per the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and also is not a core investment company (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Hence, reporting under clause 3(xvi)(a), (b), (c) and (d) of the Order is not applicable.

xvii.The Company has incurred cash losses during the financial year and in the immediately preceding financial year. Below are the details of the same.

xviii. There has been no resignation of the statutory auditors of the Company during the year and hence clause 3(xviii) is not applicable to the company.

xix. Due to the matters described in the Basis for Disclaimer of Opinion section of our report of even date, we are unable to comment on the existence of any material uncertainty as on the date of this report regarding the company s capability to meet its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the balance sheet date.

xx. a. The provisions of sub-section (5) of section 135 of the Act are not applicable to the company during the financial year. However, unspent amounts pertaining to previous years have not been spent in accordance with the said provision.

b. The company has not complied with the second proviso to sub-section (5) of Section 135 of the said Act and also, not transferred any amount to Unspent Corporate Social Responsibility Account .

xxi. As this report being given on the Standalone Financial Statements of the company, reporting under clause 3 (xxi) is not applicable.

Annexure B to the Independent Auditor s Report

(Referred to in paragraph 2(f) under the section Report on Other Legal & Regulatory Requirements of our report of even date to the standalone financial statements of the company for the year ended 31^st March, 2025)

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 financials controls over financials reporting of M/s. Cerebra Integrated Technologies Limited ( the Company ) as of 31^st March, 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management s Responsibility for Internal Financial Controls

The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ( the Guidance Note ) issued by the Institute of Chartered Accountants of India. 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 company s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company s internal financial controls over financial reporting 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 Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.

Because of the matter described in the Basis for Disclaimer of opinion section below, we are not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over the financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

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

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

b. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

c. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company s assets that could have a material effect on the Standalone Financial Statements.

Basis for Disclaimer of Opinion

The Company has not provided us with the Internal Audit Reports and the Internal Control Matrix, which are key records necessary to understand, evaluate, and test the design and operating effectiveness of internal controls. Due to the absence of these records, we were unable to obtain sufficient and appropriate audit evidence to provide a basis for expressing an opinion on the adequacy and operating effectiveness of the Company s internal financial controls over financial reporting as at 31.03.2025.

Disclaimer of Opinion

Because of the significance of the matter described in the Basis for Disclaimer of Opinion section, we do not have a basis to form an opinion on the internal financial controls over financial reporting. Accordingly, we do not express an opinion on the same. We have considered the disclaimer 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, 2025 and the said disclaimer has affected our opinion on the said Standalone Financial Statements of the Company and we have issued a Disclaimer of opinion on the Standalone Financials Statements of the Company.