Integra Telecommunication & Software Ltd Auditors Report.

TO

THE MEMBERS OF

INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED REPORT of the Standalone Financial Statements

We have audited the accompanying standalone Ind AS financial statements of m/s INTEGRA TELECOMMUNICATION & SOFTWARE LIMITED which comprise the Balance Sheet as at 31st March 2019, the statement of Profit & Loss account ,the Statement of Changes in Equity and Cash flows statement for the year ended and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Standalone Ind AS Financial Statements

The Companys Board Of Directors is responsible for the matters states in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, the financial performance and cash flows and Changes in Equity, of the company in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the act, read with rule 7 of the Companies (Accounts) Rules, 2015 as amended and other accounting principles generally accepted in India.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company, and for preventing and detecting the 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 financial statements that give a true and fair view and are free from any material misstatement. whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern an 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.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting policies and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made there under and the Order under Section 143 (11) of the Act.

We conducted our audit of the Ind AS financial statements in accordance with the standards on auditing specified under section 143(10) of the Act. Those standards require complying with the ethical requirements and planning and performing the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend upon the auditors judgment, including the assessments of the risks of material misstatement of the Ind AS financial statements whether due to fraud or error. In making those risk assessments; the auditor considers internal financial control relevant to the companys preparation of the financial statements that give a true and fair view. In order to design the audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the companys directors as well as the overall presentation of the Ind AS financial statements.

Opinon

In our opinion and to the best of our information and according to the explanations given * us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,, of the state of affairs of the company as at 31st March, 2019 its losses, its Cash Flows for the year ended on 31st March 2019.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government 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 bv section 143f31 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 accounts as required by the law have been kept by the company so far as it appears from our examination of those books;

c. The Balance sheet, the statements of profit and loss , Statement of Changes in Equity and the cash flow statements, dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the aforesaid Ind AS standalone financial statements comply with the accounting standards as specified under section 133 of the Act,.

e. On the basis of the written representations received from the Directors as on 31st March, 2019 taken on the record by the Board of Directors , none of the Directors is disqualified as on 31st March 2019 for being appointed as the

Director in terms of section 164(2) of the Act, and.

f. With respect to the adequacy of the Internal Financials Controls over Financial Reporting of the Company and the operating effectiveness of such controls referred to are separate report in Annexure B

g. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11, of the Companies (Audit & Auditors) Rule 2014 in our opinion and to the best of our Information and according to the explanationsm given to us:

1. the Company does not have any pending litigations which would impact its Ind AS Financial position j

2. the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

3. there were no amounts which were required to be transferred Investor Education and Protection Fund ;

3. As required by the Companies ( Auditors Report) Order 2016 ("the order, as amended") issued by the Central Government of India in terms of the sub section (11) of the section 143 of the Act, we give in the Annexure B, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

FOR SARIKA & CO.
PLACE: New Delhi. CHARTERED ACCOUNTANTS
DATED: 15™ May 2019 Firm Registration No. 0153060

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in our Paragraph 2 under the heading Report on Other Legal and Regulatory requirement of our report of even date to the financial statements of the Company the year ended 31st March 2019, we report that:

i. a. The Company has maintained proper records showing full particulars, including quantities, details and situation of fixed assets.

b. The company has a regular programme of physical verification of its assets by which the assets of the company are verified from time to time, in accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification is reasonable having regard to the size of the company and the nature of its assets.

ii. a. The company is dealing in trading of software and physical verification of the inventory has been conducted at reasonable intervals by the management.

b. The procedures of physical verification of inventory is followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c. The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

III. a. The Company has not granted any loans ,secured or unstieftred to any companies, firms, limited liability partnerships , or other parties covered in the register maintained under sertion 189 of th Companies act 3Qi art")

b. Since the company nas nou grantea any loans securea or unsecured companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ("the act") clause iii (b) of the order is not applicable.

c. Since the company has not granted any loans secured or unsecured companies, firms and other parties covered in the register maintained under section 189 of the companies act 2013, ("the act") clause (iii)(c) of the order is not applicable.

iv. In our opinion and according to the Information and explanations and given to us the Company has compiled with the Provisions of Section 185 and 186 of the Companies Act 2013, in respect of Loans and Investments.

v. The company has not accepted any deposits from the public.

vi. The Central government has not prescribed the maintenance of cost records under section 148(1) of the act for business done by the company.

Vii. a According to the information and explanations given to us and on the basis of the records of the company, amounts deducted/ accrued in the books accounts in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited by the company with the appropriate authorities. As explained to us, the company did not have any dues on account of employees state insurance and excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues as at 31st March 2019 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no material dues of wealth tax, service tax, custom duty and cess which have not been deposited with the appropriate authorities on account of any dispute.

viii. The company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

ix. Based on the Audit Procedures formed and the Informations and explanations given by the Management the Company has not raised money by way of Initial public offer or further Public offer including Debt Instruments and term loans, Accordingly the Provisions of Clause 3(ix) of the Order are not applicable to the Company and hence not commented upon.

X. According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course:of audit.

xi. Based on the Audit procedures formed and information given by the Management No

Managerial remuneration has been paid or provided hence section 197 read with Schedule V is not applicable.

Clause 3(ix) of the Order are not applicable to the Company and hence not commented upon.

X. According to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the course of audit.

xi. Based on the Audit procedures formed and information given by the Management No Managerial remuneration has been paid or provided hence section 197 read with Schedule V is not applicable.

xii. In our Opinion the Company is not a Nidhi Company; therefore the Provisions of Clause IV (xii) of the order are not applicable.

(xi)i. In our Opinion all transactions with related Parties are in Compliance with Section 177 and 188 of the Companies Act 2013.

Xiv Based on the Audit procedures formed and information given by the Management the Company has not made any preferential allotment or Private placement of Shares or fully or partly Convertible debentures during the year under review accordingly Provisions of Clause 3 (xiv) of the order are not applicable to the Company.

xv. The Company has not entered into non Cash transactions with Directors or persons connected with him, accordingly provisions of Clause 3 (xv) of the order are not applicable to the Company.

xvi. In our Opinion the Company is not required to be registered under, section 145 IA of the RBI Act 1934 accordingly Provisions of Clause 3 (xvi) of the order are not applicable to the Company.

FOR SARIKA & CO.
PLACE: New Delhi. CHARTERED ACCOUNTANTS
DATED: 15th May 2019 Firm Registration No. 015306C
(girika
Propriety

FCA

Membership No: 405313

ANNEXURE B TO THE INDEPENDENT ADUITORS REPORT OF EVEN DATE OF THE AUDITORS TO THE MEMBERS OF INTEGRA TELECOMMUNICATIONS & SOFTWARE

LIMITED, NEW DELHI FOR THE YEAR ENDED ON 31st MARCH 2019

(Referred to in paragraph 1 (Q under ‘ Report on Other Legal and Regulatory

Requirements section of our Report to the members of Integra Telecommunications & Software limited

We have audited the internal financial controls over financial reporting of Integra Telecommunications and Software Limited ("The Company") as of 31st March 2019 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. 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting 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") and the Standards on Auditing, issued by the ICA1 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 and both, issued by the Institute of Chartered Accountants of India. Those standards and the Guidance note require that we comely with 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 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 audit opinion on the Companys internal financial control system over financial reporting.

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 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 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 the authorisations of the 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 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 errors 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 the changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at 31st March 2019.

FOR SARIKA & CO.
PLACE: New Delhi. CHARTERED ACCOUNTANTS
DATED: 15th May 2019 Firm Registration No. 015306C
(S^rfka Pra$$$y
Proprietor
FCA
Membership No: 405313