Mindpool Technologies Ltd Auditor Reports

TO THE MEMBERS OF

MINDPOOL TECHNOLOGIES LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of MINDPOOL TECHNOLOGIES LIMITED (“the Parent”)anditssubsidiariesi.eMINDPOOLTECHNOLOGIESINC(whollyownedsubsidiary)(theParent&itssubsidiaries togetherreferredtoas“theGroup”)auditforwhichisnotapplicableasperUSlawsandasconfirmedbythemanagement andbasedonFinancialStatementsubmittedtousbythemanagementonwhichwehaverelieduponwhichcomprisethe Consolidated Balance Sheet as at March 31, 2024, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Cash Flows for the year ended and a summary of significant accounting policies and other explanatory information.(Hereinafterreferredtoas“theConsolidatedFinancialStatements”).Inouropinionandtothebestofour informationandaccordingtotheexplanationsgiventous,theaforesaidfinancialstatementsgivetheinformationrequired bytheActinthemannersorequiredandgiveatrueandfairviewinconformitywiththeaccountingprinciplesgenerally acceptedinIndia,ofthestateofaffairsoftheCompanyasat31stMarch,2024,anditsprofitanditscashflowsfortheyear endedonthatdate.

Basis for Opinion

WeconductedourauditoftheconsolidatedfinancialstatementsinaccordancewiththeStandardsonAuditingprescribed undersection143(10)oftheAct(SAs).OurresponsibilitiesunderthoseStandardsarefurtherdescribedintheAuditors ResponsibilityfortheAuditoftheConsolidatedFinancialStatementssectionofourreport.Weareindependentofthe GroupinaccordancewiththeCodeofEthicsissuedbytheInstituteofCharteredAccountantsofIndia(“ICAI”)togetherwith theethicalrequirementsthatarerelevanttoourauditoftheconsolidatedfinancialstatementsundertheprovisionsofthe Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirementsandtheICAIsCodeofEthics.Webelievethattheauditevidenceobtainedbyusissufficientandappropriate toprovideabasisforourauditopinionontheconsolidatedfinancialstatements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidatedfinancialstatementsofthecurrentperiod.Thesematterswereaddressedinthecontextofourauditofthe consolidatedfinancialstatementsasawholeandinformingouropinionthereon,andwedonotprovideaseparateopinion onthesematters.Wehavedeterminedthemattersdescribedbelowtobethekeyauditmatterstobecommunicatedinour report.

InformationOtherthantheFinancialStatementsandAuditorsReportThereon

The Parents Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, for example, Business Responsibility Report, Directors Report, Corporate Governance Report, Management Discussion and Analysis, Risk Management Report, etc. but does not include the consolidatedandstandalonefinancialstatementsandourauditorsreportthereon.

Ouropinionontheconsolidatedfinancialstatementsdoesnotcovertheotherinformationandwedonotexpress anyformofassuranceconclusionthereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financialstatements, orourknowledgeobtainedduring thecourseof ourauditorotherwiseappears to be materially misstated.

If,basedontheworkwehaveperformed,weconcludethatthereisamaterialmisstatementofthisotherinformation, wearerequiredtoreportthatfact.Wehavenothingtoreportinthisregard.

Managements Responsibility for the Consolidated Financial S tatements

The P arents Board o f Directors i s responsible for the matters stated i n section 1 34(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the c onsolidated financial position, consolidated financial performance and c onsolidated c ash flows i n accordance with the AS and other accounting principles generally accepted i n India.

The respective Board of Directors of the c ompanies are responsible for maintenance o f adequate accounting records i n accordance with the provisions o f the Act for safeguarding the assets o f the Group and for preventing and detecting frauds and other i rregularities; selection and application of appropriate accounting policies; making j udgments and estimates that are reasonable and prudent; and design, i mplementation and maintenance of adequate i nternal financial c o ntrols, that were operating effectively for ensuring the accuracy and completeness o f the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose o f preparation of the c o nsolidated financial statements by the Directors o f the Parent, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies are responsible for assessing the ability o f the respective c ompanies to c o ntinue as a going c o ncern, disclosing, as applicable, matters related to going c o ncern and using the going c oncern basis o f accounting unless the management either i ntends to liquidate o r c ease operations, or has no realistic alternative but to do so.

Auditors Responsibility for the Audit of the Consolidated Financial S tatements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud o r error, and to i ssue an auditors report that i ncludes o ur opinion. Reasonable assurance i s a high level o f assurance but i s not a guarantee that an audit conducted i accordance with SAs will always detect a material misstatement when it exists. Misstatements c an arise from fraud o r error and are considered material i f, i ndividually or i n aggregate, they could reasonably be expected to i nfluence the economic decisions of users taken on the basis o f these c onsolidated financial statements.

As part o f an audit i n accordance with SAs, we exercise professional j udgment and maintain professional skepticism throughout the audit. We are also:

Identify and assess the risks of material misstatement o f the c o nsolidated financial statements, whether due to fraud o r error, design and perform audit procedures responsive to those risks, and obtain audit evidence that i s sufficient and appropriate to provide a basis for our opinion. The risk o f not detecting a material misstatement resulting from fraud i s higher than for o ne resulting from error, as fraud may i nvolve c ollusion, forgery, i ntentional omissions, misrepresentations, or the o verride of i nternal c o ntrol.

Obtain an understanding of internal financial c ontrol relevant to the audit i n order to design audit procedures that are appropriate i n the c ircumstances. Under section 143(3)(i) o f the A ct, we are also responsible for expressing our opinion o n whether the P arent has adequate i nternal financial c ontrols system i n place and the operating effectiveness of such c o ntrols.

Evaluate the appropriateness o f accounting policies used and the reasonableness o f accounting estimates and related disclosures made by the management.

Conclude on the appropriateness o f managements use o f 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 c ast significant doubt o n the ability o f the Group to continue as a going c o ncern. If we conclude that a material uncertainty exists, we are required to draw attention in o ur auditors report to the related disclosures i n the consolidated financial statements or, i f such disclosures are i nadequate, to modify o ur o pinion. Our conclusions are based o n the audit evidence obtained up to the date o f o ur auditors report. However, future events or c o nditions may c ause the Group to c ease to c ontinue as a going c o ncern.

Evaluate the overall presentation, structure and c o ntent of the consolidated financial statements, i ncluding the disclosures, and whether the c onsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial i nformation of the entities or business activities within the Group to express an o pinion o n the c onsolidated financial statements.

Materiality i s the magnitude of misstatements in the consolidated financial statements that, i ndividually or i n aggregate, makes i t probable that the economic decisions of a reasonably knowledgeable user o f the c onsolidated financial statements may be i nfluenced. We c onsider quantitative materiality and qualitative factors i n (i) planning the scope of our audit work and i n evaluating the results of our work; and (ii) to evaluate the effect o f any i dentified misstatements i n the c o nsolidated financial statements.

We c ommunicate with those c harged with governance o f the P arent regarding, among o ther matters, the planned scope and timing o f the audit and significant audit findings, i ncluding any significant deficiencies in i nternal c o ntrol that we i dentify during o ur audit.

We also provide those charged with governance with a statement that we have c omplied with relevant ethical requirements regarding i ndependence, and to c ommunicate with them all relationships and o ther matters that may reasonably be thought to bear o n our i ndependence, and where applicable, related safeguards. From the matters communicated with those c harged with governance, we determine those matters that were of most significance i n the audit o f the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters i n our auditors report unless law o r regulation precludes public disclosure about the matter o r when, in extremely rare c i rcumstances, we determine that a matter should not be communicated i n our report because the adverse c o nsequences of doing so would reasonably be expected to outweigh the public i nterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. A s required by section 1 43(3) of the Act, based o n our audit we report that:

a) We have sought and obtained all the i nformation and explanations which to the best o f our knowledge and belief were necessary for the purposes of o ur audit of the aforesaid c o nsolidated financialstatements.

b) In o ur opinion, proper books of account as required by law relating to preparation o f the aforesaid consolidated financial statements have been kept so far as i t appears from o ur examination of those books.

c) The Consolidated Balance Sheet, the C onsolidated Statement of P rofit and Loss i ncluding the Consolidated Statement of C ash Flows are i n agreement with the relevant books of account maintained for the purpose o f preparation of the c onsolidated financialstatements.

d) In our opinion, the aforesaid c o nsolidated financial statements c omply with the AS prescribed under Section 1 33 of the A c t, read with Rule 7 o f the Companies (Accounts) Rules, 2 0 14.

e) On the basis o f the written representations received from the directors of the Parent as o n March 31, 2 024, taken on record by the Board of Directors o f the P arent, none of the directors of the P arent i s disqualified as on March 31, 2 0 2 4 , from being appointed as a director i n terms of Section 1 6 4 (2) o f the A c t.

f) With respect to the adequacy of the i nternal financial c ontrols over financial reporting and the operating effectiveness of such controls, refer to o ur separate Report i n “Annexure A”, which is based on the auditors report of the P arent. Our report expresses an unmodified o pinion on the adequacy and operating effectiveness of the P arents i nternal financial c o ntrols over financialreporting.

g) With respect to the other matters to be i ncluded in the A uditors Report i n accordance with the requirements of section 1 97(16) o f the A c t, as amended:

In o ur opinion and to the best o f our i nformation and according to the explanations given to us, the remuneration paid/provided by the P arent to its directors during the year i s i n accordance with the provisions o f section 197 o f theAct.

a) With respect to the other matters to be i ncluded in the Auditors Report i n accordance with Rule 1 1 o f the Companies (Audit and Auditors) Rules, 2 014, as amended, i n our opinion and to the best of our i nformation and according to the explanations given to us:

i. The Group has disclosed the i mpact of pending litigations o n i ts financial position i n i ts c onsolidated financialstatements.

ii. The Group did not have any long-term c ontracts, i ncluding derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay i n transferring the amounts required to be transferred, to the Investor Education andProtection FundbytheParent.

iv. Based on o ur examination which included test c hecks, the c ompany has used an accounting software for maintaining i ts books of account which has a feature of recording audit trail (edit log) facility and the same has o perated throughout the year for all relevant transactions recorded in the software. Further, during the c o urse o f o ur audit we did not c ome across any i nstance of audit trail feature being tampered with.

v. As the proviso to Rule 3 (1) of the C ompanies (Accounts) Rules 2 0 14 i s applicable from 1 st A pril 2023, reporting under Rule 11(g) of the C ompanies (Audit and Auditors) Rules 2014 o n preservation o f audit trail as per statutory requirements for record retention i s not applicable for the financial year ending 31st March 2 0 2 4.

ANNEXURE “A” TO THE INDEPENDENT AUDITORS REPORT

(Referred to i n paragraph 1 (f) under ‘Report o n O ther Legal and Regulatory Requirements section of our report of even date)

ReportontheInternalFinancialControls OverFinancial ReportingunderClause(i) ofSub-section3 ofSection 143 oftheCompaniesAct,2013 (“the Act”)

In c o njunction with our audit o f the consolidated financial statements of the P arent as o f and for the year ended March 31, 2024, we have audited the i nternal financial c ontrols over financial reporting oMINDPOOL f TECHNOLOGIES LIMITED (hereinafter referred to as “Parent”), as o f that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Parent is responsible for establishing and maintaining internal financial controls based on the internal control o verfinancialreportingcriteriaestablishedbytheParentconsideringtheessentialcomponentsof internalcontrolstatedintheGuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (“the ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Parents policies, the safeguarding of its assets, the preventionanddetectionoffraudsanderrors,theaccuracyandcompletenessoftheaccountingrecords,andthetimely preparationofreliable financial information, as required under the Companies Act,2013.

Auditors Responsibility

OurresponsibilityistoexpressanopinionontheParentsinternalfinancialcontrolsoverfinancialreportingbasedon ouraudit.WeconductedourauditinaccordancewiththeGuidanceNoteonAuditofInternalFinancialControlsOver FinancialReporting(the“GuidanceNote”)issuedbytheInstituteofCharteredAccountantsofIndiaandtheStandards onAuditing, prescribedunderSection143(10)oftheCompaniesAct,2013, totheextentapplicable toanauditof internalfinancialcontrols.ThoseStandardsandtheGuidanceNoterequirethatwecomplywithethicalrequirements andplanandperformtheaudittoobtainreasonableassuranceaboutwhetheradequateinternalfinancialcontrolsover financialreportingwasestablishedandmaintainedandifsuchcontrolsoperatedeffectivelyinallmaterialrespects.

Our audit i nvolves performing procedures to o btain audit evidence about the adequacy of the i nternal financial controlssystemoverfinancialreportingandtheiroperatingeffectiveness.Ourauditofinternalfinancialcontrolsover financialreportingincludedobtaininganunderstandingofinternalfinancialcontrolsoverfinancialreporting,assessing theriskthatamaterialweaknessexists,andtestingandevaluatingthedesignandoperatingeffectivenessofinternal control based on the assessed risk. The procedures selected depend o n the auditors j udgement, i ncluding the assessmentoftherisksofmaterialmisstatementoftheconsolidatedfinancialstatements,whetherduetofraudorerror.

Webelievethattheauditevidencewehaveobtained,issufficientandappropriatetoprovideabasisforourauditopinion ontheParentsinternalfinancialcontrolssystemoverfinancialreporting.

Meaning of Internal Financial Controls Over Financial Reporting

Acompanysinternalfinancialcontroloverfinancialreportingisaprocessdesignedtoprovidereasonableassurance regarding the reliability of financial reporting and the preparation o f financial statements for external purposes i n accordance with generally accepted accounting principles. A c ompanys i nternal financial c o ntrol o ver financial reportingincludesthosepoliciesandproceduresthat(1)pertaintothemaintenance o frecordsthat,inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the c ompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements i n accordance with generally accepted accounting principles, and that receipts and expenditures o f the c ompany are being made onlyinaccordancewithauthorizations of managementand directors of thecompany; and (3) provide reasonableassuranceregardingpreventionortimelydetectionofunauthorizedacquisition,use,ordispositionofthe companysassetsthatcouldhaveamaterialeffectonthefinancialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations o f i nternal financial c ontrols over financial reporting, i ncluding the possibility of collusion or improper management o verride of c ontrols, material misstatements due to error o r fraud may o c c ur and not be detected. Also, projections o f any evaluation of the i nternal financial c ontrols over financial reporting to futureperiods are subject to the risk that the i nternal financial c o ntrol over financial reporting may become i nadequate because of changes i n c o nditions, or that the degree of c o mpliance with the policies o r procedures may deteriorate.

Opinion

In o ur opinion to the best of o ur i nformation and according to the explanations given to us, the Parent, has, i n all material respects, an adequate i nternal financial c ontrols system over financial reporting and such i nternal financial controls o ver financial reporting were operating effectively as at March 3 1 , 2 024, based on the i nternal c ontrol o ver financial reporting c riteria established by the Parent c onsidering the essential c omponents of i nternal c o ntrol stated i n the Guidance Note on A udit of Internal Financial Controls Over Financial Reporting i ssued by the Institute o f Chartered Accountants o f India.

ForR. B. Sharma & Co.

Chartered Accountants

FRN. 109971W

 

sd/-

CA Abhinav Sharma

Partner

Membership No. 1 9 2590

UDIN: 24192590BKAUBZ4622

 

Place:Pune

Date: 28/05/2024