on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024 and the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Cash Flows and the Restated Consolidated Statement of Changes in Equity for each of the years ended March 31, 2026, March 31, 2025 and March 31, 2024 along with the Summary of Material Accounting Policies and other explanatory information of ESDS Software Solution Limited and its subsidiaries.
The Board of Directors
ESDS Software Solution Limited
Plot No.B-24 & 25, NICE Industrial Area,
Satpur MIDC road, Nashik, Maharashtra 422007
Dear Sirs,
1. We, M S K C & Associates LLP, Chartered Accountants (referred to as we or us or our or Firm) have examined the attached Restated Consolidated Financial Information of ESDS Software Solution Limited (the Company or Holding Company) and its subsidiaries (Holding Company and its subsidiaries are together referred to as the Group), comprising Restated Consolidated Statement of Assets and Liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024, Restated Consolidated Statement of Profit and Loss (including other comprehensive income), Restated Consolidated Statement of Cash Flows and Restated Consolidated Statement of Changes in Equity for each of the years ended March 31, 2026, March 31, 2025 and March 31, 2024 along with the Summary of Material Accounting Policies, and other explanatory information (collectively, the Restated Consolidated Financial Information), annexed to this report for the purpose of inclusion in the Red Herring Prospectus (RHP) and Prospectus prepared by the management of the Company in connection with its proposed Initial Public Offer of equity shares of face value of Rs. 1 each (Offer). The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company at their meeting held on August 7, 2026, have been prepared by the Company in accordance with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Act);
b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the SEBI ICDR Regulations); and
c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended from time to time (the Guidance Note).
2. The Company?s management is responsible for the preparation of Restated Consolidated
Financial Information for the purpose of inclusion in the RHP and Prospectus to be filed with Securities and Exchange Board of India (SEBI), BSE Limited (BSE") and the National Stock Exchange of India Limited (NSE) and Registrar of Companies, Maharashtra situated at Mumbai (RoC), in connection with the Offer. The Restated Consolidated Financial
Information have been prepared by the management of the Company in accordance with the basis of accounting stated in Note 2.1 to Annexure V to the Restated Consolidated Financial Information. The respective Board of Directors of the companies included in the Group responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective Board of Directors of the Companies included in the Group are
3. We have examined the Restated Consolidated Financial Information taking into consideration:
a) the terms of reference and our engagement agreed with you vide our engagement letter dated December 18, 2025, in connection with the Offer.
b) the Guidance Note; The Guidance Note also requires that we comply with the ethical requirements as stated in the Code of Ethics issued by the ICAI;
c) the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and
d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to the Company?s compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Offer.
4. The Restated Consolidated Financial Information have been compiled by the management of the Company from:
a) Audited Consolidated Financial Statements of the Group for the year ended March 31, 2026 prepared in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (referred to as Ind AS) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, along with the presentation requirements of Division II of Schedule III to the Act, which have been approved by the Board of Directors at their meeting held on May 27, 2026.
b) Audited Consolidated Financial Statements of the Group for the years ended March 31, 2025 and March 31, 2024, prepared in accordance with the accounting principles generally accepted in India including Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, along with the presentation requirements of Division II of Schedule III to the Act, which have been approved by the Board of Directors at their meetings held on August 12, 2025 and September 06, 2024 respectively.
5. For the purpose of our examination, we have relied on:
a) Auditors? report issued by us dated May 27, 2026, on the Consolidated Financial Statements of the Group as at and for the year ended March 31, 2026 as referred in Para 4(a) above.
Audit report referred above included the modification relating to maintenance of books of accounts and other matters connected therewith under Other Legal and Regulatory Requirements? section and qualifications/adverse remarks in the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of Sub section (11) of Section 143 of the Act, which are included in Annexure VII in the Restated Consolidated Financial Information.
b) Auditors? reports issued by Shah Khandelwal Jain & Associates (Previous Auditor) dated
August 12, 2025 and September 06, 2024, on the Consolidated Financial Statements of the Group as at and for the years ended March 31, 2025 and March 31, 2024 respectively, as referred in Para 4(b) above.
6. The audit of Consolidated Financial Statements of the Group for the years ended March 31, 2025 and March 31, 2024 were conducted by the Previous Auditor. Accordingly, reliance has been placed on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025 and March 31, 2024, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Cash Flow and the Restated Consolidated Statement of Changes in Equity for the years ended March 31, 2025 and March 31, 2024, along with the Summary of Material Accounting Policies, and other explanatory information (collectively, the Previous Period Restated Consolidated Financial Information), examined by them for the said years. The examination report included for the said years is based solely on the report dated August 7, 2026 submitted by the Previous Auditor. They have also confirmed that the Previous Period Restated Consolidated Financial Information:
i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regroupings/ reclassifications retrospectively for the year ended March 31, 2024 to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the year ended March 31, 2025, as more fully described in Note 2.1 to Annexure V to the Restated Consolidated Financial Information;
ii) do not require any adjustment for modification as there is no modification in the underlying audit reports.; and
iii) have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.
7. As indicated in our reports referred in paragraph 5(a) above:
a. We did not audit financial statements/financial information of one subsidiary, namely, Spochub Solutions Private Limited whose share of total assets, total revenues, net profit (including other comprehensive income) and net cash inflows/(outflows) included in the Consolidated Financial Statements of the Group for the year ended March 31, 2026 as tabulated below and also referred to in Appendix I, which have been audited by other auditors (being P R A S S & Associates LLP) and whose reports have been furnished to us by the Company?s management and our opinion on the Consolidated Financial Statements of the Group in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors:
| Rs. in Million | |
| Particulars | As at and for the year ended March 31, 2026 |
| Total Assets | 12,542.63 |
| Total Revenue | 849.49 |
| Net profit (including other comprehensive income) | 539.64 |
| Net cash inflows / (outflows) | 12,351.51 |
b. We did not audit the financial statements/financial information of two subsidiaries namely, ESDS Global Software Solution Inc and ESDS Cloud FZ LLC, whose financial statements reflect share of total assets of Rs. 158.52 million as at March 31, 2026, total revenues of Rs. 120.17 million, net profit/loss (including other comprehensive income) and net cash flows amounting to Rs. (361.49) million for the year ended on that date, as included in the Consolidated Financial Statements of the Group. The financial statements of these subsidiaries are unaudited and have been furnished to us by the Company?s management. Our opinion on the Consolidated Financial Statements of the Group for the year ended March 31, 2026, insofar as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the information furnished by the Company?s management. In our opinion and according to the information and explanations given to us by the Company?s management, these unaudited financial statements are not material to the Group.
Both the above subsidiaries are located outside India, and the financial statements have been prepared in accordance with accounting principles generally accepted in their respective countries. The Holding Company?s management has converted the financial statements of these subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company?s management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on such unaudited financial statements/ financial information given to us by the Management, this financial statements/ financial information are not material to the Group.
Our opinion on the Consolidated Financial Statements of the Group is not modified in respect of these matters.
c. We have placed reliance on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2026, Restated Consolidated Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flow for the year ended March 31, 2026, along with the Summary of Material Accounting Policies, and other explanatory information in respect of one subsidiary, i.e., Spochub Solutions Private Limited (collectively, the Restated Financial Information of the Component), examined by the P R A S S St Associates LLP (Other Auditor), on which the Other Auditor issued its examination report dated August 6, 2026, and our examination report on the Restated Consolidated Financial Information, in so far as it relates to the amounts and disclosures included in respect of Spochub Solutions Private Limited , is solely based on the examination report of the Other Auditor. They have confirmed that the Restated Financial Information of the Component:
i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the year ended March 31, 2025, to reflect the same accounting treatment as per the accounting policies and grouping/classifications for the year ended March 31, 2026, followed by the Holding Company;
ii) do not require any adjustment for modification as there is no modification in the underlying audit report; and
8. As indicated in Previous Auditor?s examination report and audit reports referred in paragraph 6 and 5(b) above:
The Auditors? reports issued by Previous Auditor on August 12, 2025 and September 06, 2024 on the Consolidated Financial Statements for the years ended March 31, 2025 and March 31, 2024, respectively, as referred in Para 5(b) above, included the following Other Matter paragraphs:
For the year ended March 31, 2025 Other Matter:
a. We have not audited the financial statements/financial information of a subsidiary, whose financial Statements reflect total assets of Rs. 0.14 million as at March 31, 2025. These Financial Statements have been audited by other Auditors whose Reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-sections (3) & (11) of Section 143 of the Act, in so far it relates to the aforesaid subsidiaries, is solely based on the reports of the other auditors.
b. The accompanying Consolidated Financial Statements include unaudited financial statements and other unaudited financial information in respect of two subsidiaries, whose financial statements and other financial information reflect total assets of Rs.
446.81 million as at March 31, 2025, and total revenues Rs. 39.02 million for the year ended March 31, 2025. These unaudited financial statements and Other unaudited financial information have been furnished to us by the management. Our opinion, in so far as it relates amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on such unaudited financial statements and other unaudited financial information.
In our Opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.
Our opinion is not modified in respect of these matters.
For the year ended March 31,
2024 Other Matter:
a. We have not audited the financial statements/financial information of two subsidiaries out of which, whose financial statements reflect total assets of Rs. 388.40 million as at 31st March 2024 and total Revenues of Rs. 68.83 million for the year ended at 31st March 2024. These Financial Statements have been audited by other Auditors whose Reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub- sections (3) & (11) of Section 143 of the Act, in so far it relates to the aforesaid subsidiaries, is solely based on the reports of the other auditors.
b. The accompanying Consolidated Financial Statements include unaudited financial statements and other unaudited financial information in respect of four subsidiaries, whose financial statements and other financial information reflect total assets of Rs. 54.23 million as at 31st March, 2024, and total revenues Rs. 51.50 million for the year ended 31st March 2024. These unaudited financial statements and other unaudited financial information have been furnished to us by the management. Our opinion, in so far as it relates amounts and disclosures included in respect of these subsidiaries, and our report in terms of subsection (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on such unaudited financial statements and other unaudited financial information.
In our opinion and according to the information and explanations given to us by the Management, these financial statements and other financial information are not material to the Group.
Our opinion is not modified in respect of these matters.
9. As stated in para 7(a) the audits of the subsidiary was conducted by the Other Auditor, (being P R A S S & Associates LLP) (listed in Appendix 1), accordingly, reliance has been placed by the Previous Auditor on the restated statement of assets and liabilities and the restated statement of profit and loss (including other comprehensive income), restated statement of changes in equity and restated statement of cash flows, the summary statement of significant accounting policies, and other explanatory information (the Prior Restated Financial Information of the Components), examined by them for the said period. The Previous Auditor?s examination report included for the said subsidiary is based solely on the report submitted by the Other Auditor. The Other Auditor has also confirmed that the Prior Restated Financial Information of the Components:
i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively for the financial year ended March 31, 2024 to reflect the same accounting treatment as per the accounting policies and grouping/classifications for the year ended March 31, 2025 followed by the Holding Company;
ii) do not require any adjustment for modification as there is no modification in the underlying audit reports; and
iii) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note.
10. Based on our examination and according to the information and explanation given to us and based on the reliance placed on the examination reports submitted by the Previous Auditors as mentioned in paragraph 6 above and examination reports of other auditor as mentioned in paragraph 7 above for the respective periods, we report that the Restated Consolidated Financial Information:
i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively as at and for the financial year ended March 31, 2024 and March 31, 2025 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2026, as more fully described in Note 2.1 to Annexure V to the Restated Financial Information;
ii) do not require any adjustment for modification as there are no modifications in the auditor?s reports on the financial statements of the Group for the years ended March 31, 2026, March 31, 2025 and March 31, 2024. However, there are modifications in our report on Other Legal and Regulatory Requirements relating to maintenance of books of account and other matters connected therewith and there are qualifications or adverse remarks in our report on the Companies (Auditor?s Report) Order, 2020 issued by the Central Government of India in terms of Sub section (11) of Section 143 of the Act, which do not require any adjustment to the Restated Consolidated information, have been disclosed in Note 2.1 to Annexure V to Restated Consolidated Financial Information ;
iii) have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.
11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Audited Consolidated Financial Statements mentioned in paragraph 4 above.
12. This report should not in any way be construed as a reissuance or re-dating of any of the Previous Auditors? reports or the auditor?s report issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
13. We have no responsibility to update our report for events and circumstances occurring after the date of this report.
14. Our report is intended solely for use of the Board of Directors and for inclusion in the RHP and Prospectus to be filed with the SEBI, BSE, NSE and RoC, as applicable, in connection with the Offer. Our report should not be used, referred to or distributed for any other purpose without prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.
For M S K C & Associates LLP |
| Chartered Accountants |
| Firm Registration Number: 001595S/ S000168 |
Yogesh Yewale |
| Partner |
| Membership Number: 158877 |
| UDIN: 26158877DBUQVW1091 |
| Place: Pune |
| Date: August 7, 2026 |
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