Fidel Softech Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS

To the Members of Fidel Softech Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the Standalone Financial Statements of Fidel Softech Limited ("the Company"), which comprises the Balance Sheet as at 31^st March 2026, the Statement of Profit and Loss, 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 "the Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid the Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under Section 133 of the Act read with Companies (Accounts) Rules, 2014 as amended (Accounting Standards") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2026, and its profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the 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 India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the 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 current year. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Sr. No. Key Audit Matter	How our audit addressed the key audit matter
1. Revenue Recognition	Our audit procedures included the following:
The Company has various streams of revenue with multiple types of customer contracts characterized by a large volume of transactions. Revenue recognition involves certain key judgments relating to identification of contracts with customers, determination of transaction price, achievement of milestones and completion of contracts.	• Assessed the appropriateness of the revenue recognition accounting policies and its compliances with applicable accounting standards. We selected samples from various types of customer contracts and tested the occurrence, completeness and measurement of those transactions by inspecting the underlying documents.
Due to multiple types of revenue contracts with large volume of transactions and judgment required by the management, this matter is considered as a key audit matter.	• Performed testing for samples of revenue transactions recorded closer to the year-end by verifying underlying documents, to assess the accuracy of the period in which revenue was recognized also inspected relevant ledgers, purchase orders, agreements and other information that indicate the existence of related party relationships or transactions.
	• Assessed the appropriateness of accounting policies for unbilled revenue and their compliance with applicable accounting standards by testing samples of contracts and evaluating timing and measurement of revenue recognition.
	• Reviewed managements estimates and assumptions for recognizing unbilled revenue, including billing schedules and customer acceptance.
2. Transaction with Related Parties
Revenue from transactions with related parties, subsidiaries and others comprises around 28% (approximate) of revenues in FY 2025-26.	• Evaluated the completeness, adequacy and appropriateness of disclosures made in the Standalone Financial Statements of transactions (related parties) in accordance with the requirements of AS.
Receivables and loans to related parties, subsidiaries and others comprise around 34% of total assets as on 31st March 2026.	• Tested recoverability of loans, receivables and investments in related parties including managements basis of considering such amounts recoverable and checking the repayment of such balances over the year.
Due to large volume of transactions with related parties this matter is considered as a key audit matter.	• Obtained and read the personal guarantee provided by promoters of the Company in relation to loans and receivables from related party namely LinguaSol Private Limited.
	• Evaluated the design and tested operating effectiveness of the relevant internal financial controls to identify and disclose revenue of related parties and ensuring compliance with statutory requirements, assessing recoverability of the amount due from the related parties.

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Management and Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report, including annexures thereto, but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do 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 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.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Management and Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Management and 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 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these the Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We 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 opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system 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 management.

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

• 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.

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 of the current period 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

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid the Standalone Financial Statements comply with the accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) In our opinion, the managerial remuneration for the year ended 31st March 2026 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

g) 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 an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has no pending litigations which may have an impact on its financial position.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. With respect to clause (e) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended:

a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) except those disclosed in the Note 43 in Notes to the standalone financial statements 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 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 its knowledge and belief, as disclosed in the Note 43 in Notes to the standalone financial statements, 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

c. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our attention 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 misstatement.

v. The final dividend paid by the Company during the year ended 31^st March 2026 in respect of the dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. (Refer Note 44 to the Standalone Financial Statements). The Board of Directors has recommended a dividend of Rs. 2.25/- per share i.e. 22.50% of Face Value for FY 2025-26 in the Board meeting held on 27^th April 2026.

vi. Based on our examination, which included test checks, the Company has used Tally Prime Edit Log accounting software for maintaining its books of account, which has a feature to record an audit trail (edit log) of transactions.

Further, where enabled, audit trail feature has operated for all relevant transactions recorded in the accounting software. Also, during the course of our audit, we did not come across any instance of audit trail feature being tampered with in respect of such accounting software. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in respective years.

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration No.105215W/W100057

Anand Jog

Partner

Membership No.: 108177

UDIN: 26108177GLUMMK3105

Pune, April 27, 2026

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

The annexure referred to in paragraph 1 in Report on Other Legal and Regulatory Requirements of the Independent Auditors Report to the members of the Company on the Standalone Financial Statements for the year ended 31st March 2026

We report that:

(i)(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) The Company has a program of physical verification of property, plant and equipment wherein all items of property, plant and equipment are verified once every year. Accordingly, such verification was carried out during the year in line with the fixed asset verification policy. No material discrepancies were noticed during such verification.

(c) As disclosed in Note 12 of Property, Plant and Equipment schedule in the financial statements the Company does not hold any immovable properties. Accordingly, Clause 3(i)(c) of the Order regarding title deeds of immovable properties is not applicable.

(d) According to the information and explanations given and represented to us by the management of the company. The Company has not revalued its Property, Plant and Equipment (PPE) & intangible assets during the year. Accordingly, Clause 3(i)(d) of the Order regarding Revaluation of PPE and intangible assets is not applicable.

(e) According to the information and explanations given and represented to us by the management of the company, 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.

(ii)(a) The Company is a service company, primarily engaged in content localization services, manpower staffing services and other related services. Accordingly, the Company does not hold any inventory. Thus, clause 3(ii)(a) of the Order is not applicable.

(b) During the year, the Company has been sanctioned working capital limits of 1.5 Crore from bank, which is less than limit prescribed of Rs.5 crores under sub-clause 3(ii)(b). Hence, reporting under paragraph 3 (ii)(b) of the Order is not applicable.

(iii) (a) During the year, the Company has provided unsecured loans to companies (other entities). However, the Company has not provided any guarantee, security or advances in nature of loans to any other entity.

Particulars	Loans (Rs. In Lakhs)
Aggregate amount provided during the year
- Subsidiaries	1,552.96
- Joint Venture and Associates	-
- Others	-
Balance outstanding as at balance sheet date in respect of above cases
- Subsidiaries	1688.05
- Joint Venture and Associates	-
- Others	-

(b) According to the information and explanations given and represented to us and based on the audit procedures conducted by us, in our opinion the terms and conditions of the grant of all loans provided are prima facie not prejudicial to the Companys interest.

(c) According to the information and explanations given and represented to us and based on the audit procedures conducted by us, in our opinion, in respect of loans and advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated in respect of loans granted to parties other than subsidiaries, and the repayments/receipts are regular as per the stipulated terms. In respect of loans granted to subsidiary companies, such loans are repayable on demand and accordingly, no schedule of repayment of principal and payment of interest has been stipulated; hence, reporting on the regularity of repayments/receipts is not applicable.

(d) According to the information and explanations given and represented to us and based on the audit procedures conducted by us, there are no amounts overdue for more than ninety days in respect of loans and advances in the nature of loans granted by the Company. In respect of loans granted to subsidiary companies which are repayable on demand, the terms do not stipulate any repayment schedule and therefore, the question of overdue amounts does not arise unless a demand for repayment has been made.

(e) According to the information and explanations given and represented to us and based on the audit procedures conducted by us, and based on our audit procedures, no loans or advances in the nature of loans granted by the Company which have fallen due during the year have been renewed or extended, nor have any fresh loans been granted to settle the over dues of existing loans given to the same parties.

(f) According to the information and explanations given and represented to us and based on the audit procedures conducted by us, and on the basis of our examination of the records of the Company, the Company has granted loans or advances in the nature of loan that are repayable on demand or without specifying any term or period of repayment to promoters and related parties as defined in clause (76) of section 2 of the Companies Act, 2013

Particulars	All Parties	Related Parties
Aggregate amount of loans/advances in the nature of loan.	-	-
- Repayable on demand (A)	1688.05	1688.05
- Agreement does not specify any terms or period of repayment (B)		-
Total (A+B)	1688.05	1688.05
Percentage of loans/advances in nature of loan to the total loans	86.17%	86.17%

(iv) According to the information and explanations given and represented to us and based on the audit procedures con ducted by us, on the basis of our examination of the records, in respect of investments made and loans, guarantees and security given by the Company, in our opinion the provisions of Section 185 and Section 186 of the Companies Act, 2013 in respect of loans, guarantees and securities, wherever applicable have been complied with.

(v) According to the information and explanations given and represented to us, the Company has not accepted any deposits from the public under Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder. As informed and represented to us, no order has been passed by the Company Law Board or National Com pany Law Tribunal or Reserve Bank of India or any Court or any other Tribunals. Accordingly, reporting under paragraph 3(v) of the Order is not applicable.

(vi) According to the information and explanations given and represented to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act, for any of the products and services ren dered by the company. Accordingly, reporting under paragraph 3(vi) of the Order is not applicable.

(vii) According to the information and explanations given and represented to us and on the basis of our examination of the records of the Company:

(a) The Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Goods and Services Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, though there have been slight delays in deposit of certain statutory dues in few cases during the year. There were no undisputed amounts payable in respect of Employees State Insurance, Income Tax, Goods and Services Tax, Customs Duty, Cess and other material statutory dues in arrears as at 31^st March 2026 for a period of more than six months from the date they became payable except Tax Deducted at Source (TDS).

Name of the Statute	Nature of the Dues	Amount (Rs.)	Period to which the amount relates	Due Date	Date of Payment	Remarks
Income Tax Act, 1961	Interest on Late Payment of TDS u/s 201(1A)	34,560	Q1 FY 2022-23	07-Aug-2022	NA	Outstanding on TRACES
Income Tax Act, 1961	Short Deduction of TDS u/s 201(1)	7,820	Q1 FY 2022-23	07-Aug-2022	NA	Outstanding on TRACES
Income Tax Act, 1961	Late Filing Levy u/s 234E	4,370	Q2 FY 2022-23	31-Oct-2022	NA	Outstanding on TRACES
Income Tax Act, 1961	Short Deduction of TDS u/s 201(1)	1,370	Q2 FY 2022-23	31-Oct-2022	NA	Outstanding on TRACES
Income Tax Act, 1961	Short Payment of TDS u/s 201(1A)	600	Q3 FY 202223	31-Jan-2023	NA	Outstanding on TRACES
Income Tax Act, 1961	Late Filing Levy u/s 234E	200	Q3 FY 202223	31-Jan-2023	NA	Outstanding on TRACES
Income Tax Act, 1961	Additional Late Payment Interest u/s 201(1A)	1,480	Q1 FY 202324	07-Aug-2023	NA	Outstanding on TRACES
Income Tax Act, 1961	Short Deduction of TDS u/s 201(1)	12,260	Q4 FY 202324	31-May-2024	NA	Outstanding on TRACES
Income Tax Act, 1961	Short Deduction of TDS u/s 201(1)	16,390	Q4 FY 202425	31-May-2025	NA	Outstanding on TRACES

(b) There are no dues on account of Income Tax, Goods and service tax, Profession Tax, Provident Fund, Maharashtra Labour Welfare Fund, and any other material statutory dues as may be applicable, that have not been deposited on account of any dispute as on 31^st March 2026.

(viii) According to the information and explanations given and represented to us, we have not come across any transactions, not recorded in the books of account, which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(ix) According to the information and explanations given and represented to us by the management:

(a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company is not declared as a wilful defaulter by any bank or financial institution or other lender.

(c) The term loans were applied for the purpose for which the loans were obtained.

(d) No funds raised on short term basis have been utilized for long term purposes.

(e) 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) The Company not has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies

(x) According to the information and explanations given and represented to us:

(a) Moneys raised by way of initial public offer of the equity shares of the Company during the FY 22-23, have been, prima facie, applied by the Company during the year for the purposes for which they were raised. The unutilized portion has been invested in debt mutual funds and fixed deposits with scheduled bank.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures during the year and hence reporting under clause 3 (x)(b) of the Order is not applicable to the Company.

(xi) Based upon the audit procedures performed for the purpose of reporting upon the true and fair view of the Standalone Financial Statements, to the best of our knowledge and according to the information and explanations given to us:

(a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, a report under Section 143(12) of the Act in Form ADT-4, as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting requirement of clause (xi)(b) of paragraph 3 of the Order is not applicable to the Company.

(c) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, no whistleblower complaints have been received by the Company during the year.

(xii) According to the information and explanations given and represented to us, the Company is not a Nidhi Company. Accordingly, reporting under paragraph 3(xii) of the Order is not applicable.

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

(xiv) According to the information and explanations given and represented to us:

(a) The company has 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 considered during the course of our audit.

(xv) According to the information and explanations given and represented to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, reporting under paragraph 3(xv) of the Order is not applicable.

(xvi) In our opinion and according to the information and explanations given to us:

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

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities during the year. Accordingly, reporting under paragraph 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. Accordingly, reporting under paragraph 3(xvi)(c) of the Order is not applicable.

(d) The Group does not have any CIC. Accordingly, reporting under paragraph 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred any cash loss during the financial year ended on 31^st March 2026 and the immediately preceding financial year. Accordingly, reporting under paragraph 3(xvii) of the Order is not applicable.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under paragraph 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given and represented to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statement, 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. 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.

(xx) In our opinion and according to the information and explanations given to us:

(a) In respect of other than ongoing projects, there is no unspent amount that would be required to be transferred to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to section 135(5) of the said Act. Accordingly reporting under paragraph 3(xx) of the Order is not applicable.

(b) There are no unspent amounts with respect to ongoing projects that would be required to be transferred to a special account in compliance of provisions of Section 135(6) of the Act. Accordingly reporting under paragraph 3(xx) of the Order is not applicable.

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration No.105215W/W100057

Anand Jog

Partner

Membership No.: 108177

UDIN: 26108177GLUMMK3105

Pune, April 27, 2026

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

The annexure as referred to in paragraph 2(g) in Report on Other Legal and Regulatory Requirements of the Independent Auditors Report to the members of Fidel Softech Limited on the Standalone

Financial Statements of even date

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Fidel Softech Limited ("the Company") as of 31^st March 2026 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Management and Board of Directors responsibility for Internal Financial Controls

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

Auditors Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 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 Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration No.105215W/W100057

Anand Jog

Partner

Membership No.: 108177

UDIN: 26108177GLUMMK3105

Pune, April 27, 2026.