monotype india ltd Auditors report

To the Members of

MONOTYPE INDIALIMITED

Report on theAudit of the IndAS Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of MONOTYPE INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 as amended ("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 March 31, 2023, and profit/loss, changes in equity 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 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 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 IndAS financial statements.

Emphasis of Matter

We draw attention to the following:

1. Balance written off during the Year

As mentioned in Other Notes to Accounts Point No.36 of the Financial Statement, the Company has written off certain balances during the Financial Year:

i. The amounts recoverable from several companies have been written off during the year as the Company has entered into binding agreements for such settlement of such amounts received and/or to be received. Therefore, the portion of amounts not receivable consequent to such binding agreements, have been written off.

ii. For companies where the company has to pay certain dues, the payable amounts have been written off due to several reasons being: a) Companies are under Liquidation and/or Liquidated, therefore their claims are discharged and will not be payable as on date of signing of financial statements.

b) Companies have not filed claims with the IRP/IP during the CIRP process.

Therefore, as per management estimate and opinions obtained, these dues are no longer payable as since the statute of limitations has expired as on date of signing the Financial Statements as on the date of signing of Financial Statements.

c) Companies have entered into binding agreements for settlement of such amounts, the portion of amounts not payable consequent to such binding agreements, have been written off.

iii. The Goods and Service tax (GST) have been written off during the year as per Management Estimates that the said amount is not payable.

2. Balance Confirmation

As mentioned in Other Notes to Accounts Point No. 37 of the Financial Statement, the Company has not provided Balance Confirmations for certain parties during the Financial Year. The debit and credit balances for Unsecured Loans (Loan from Companies & Loan from Related Parties), Advances, Debtors, Creditors and other Balances are subject to confirmation and reconciliation.

KeyAudit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the 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 that there are no key audit matters to communicate in our report.

Auditors Response

Our audit procedures included understanding and evaluating processes and controls designed and implemented by the management for assessment of said transaction and testing their operating effectiveness; obtaining the list of documents and communications, inspecting the supporting evidence, the prevailing market valuation as per the Valuation reports submitted to us and critically assessing managements evaluation through discussions with management on the said transaction.

In light of the above, we did not identify any material exceptions as a result of above procedures.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the Directors Report, Management Discussion and Analysis and Business Responsibility Report but does not include the Ind AS financial statements and our auditors report thereon. The other information is expected to be made available to us after the date of this auditors report. Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the CompaniesAct, 2013 ("theAct") with respect to the preparation of these IndAS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the IndianAccounting Standards (IndAS) specified under section 133 of theAct read with thee Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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.

Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for theAudit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these IndAS 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 Ind AS 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.

• Obtainanunderstandingofinternalcontrolrelevanttotheauditinordertodesignauditprocedures 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 financialcontrolssysteminplaceandtheoperatingeffectivenessofsuchcontrols.

• 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 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 financial statements, including the disclosures, and whether the 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 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.

Other Matter

1. The Company, being a listed company, has been mandatorily required under Section 203 of the Act, to have whole time Key Managerial Person which includes Company Secretary as defined under section 2(24) of the Act. During the year, the Company Secretary and Compliance Officer (Sneha Soni) had resigned from her post in February 2020. The Company was under CIRP Process from 18thFebruary 2020 to 25thJanuary 2023 and during the period no Company Secretary was appointed. The Company is now actively looking to fulfill the vacant position and appoint a Company Secretary.

2. Sub-section (1) of section 134 of theAct provides for approval and signing of financial statements which states that the Financial Statements are to be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed. The Company does not have a Company Secretary as on date of signing of financial statements and therefore it is not in compliance with section 134 of the CompaniesAct, 2013.

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 sub-section (11) of section 143 of the Companies Act, 2013, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of theAct, 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 purposes 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies ((Indian Accounting Standards) Rules, 2015 as amended;

(e) On the basis of the written representations received from the directors as on 31st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(g) 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, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact 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. 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) by the company to or in any other persons or entities, 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, no funds have been received by the company from any persons or entities, 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; and

c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (a) and (b) contain any material misstatement.

ii. During the year, the Company has not declared any dividend.

For B M Gattani & Co.

CharteredAccountants

ICAI FRN: 113536W

Sd/-

Balmukund N Gattani

Proprietor

Membership No. 047066

Place: Mumbai

Date: 08thAugust, 2023

UDIN:23047066BGQFHH4345

ANNEXURE "A"

TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Members of MONOTYPE INDIALIMITED of even date)

Report on the Companies (Auditors Report) Order, 2020, issued in terms of Section 143(11) of the CompaniesAct, 2013 ("theAct") of Monotype India Limited ("the Company")

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

(i) a) A. The Company has maintained proper records showing full particulars, including quantitativedetailsandsituationofProperty,PlantandEquipment;

B. The Company does not have any intangible assets hence, no records showing the particulars of the intangible assets were available.

b) The Property, Plant and Equipment were physically verified by the management in accordance with a regular programme of verification at reasonable intervals. According to information and explanation given to us, no such material discrepancies were noticed on such verification.

c) The Company does not own any Immovable property.Accordingly, paragraph 3(i)(c) of the order is not applicable to the company.

d) The Company has not revaluated its Property, Plant and Equipment (including Right of use Assets) during the year ended March 31, 2023. Accordingly, paragraph 3(i)(d) of the order is not applicable to the company.

e) No proceeding has been initiated or pending against company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, hence, paragraph 3(i)(e) of the order is not applicable to the Company.

(ii) a) According to the information and explanation given to us, the nature of business of the Company is such that it does not have any physical inventories. Accordingly paragraph 3(ii)(a) of the order is not applicable to the Company.

b) During the year no working capital limits had been sanctioned to the company in excess of 5 crore rupees, in aggregate, from Bank and Financial institutions on the basis of security of current assets. Accordingly, the provisions of the Clause 3(ii)(b) of the Order is not applicable to the Company and hence not commented upon.

(iii) According to information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, Clause (iii) of the Paragraph 3 of the Order is not applicable to the Company.

(iv) In our opinion and according to information and explanations given to us, the Company has not advanced loans to Directors/Company in which the director is interested to which the provisions of Section 185 of the CompaniesAct, 2013 apply and hence not commented upon.

Also, in our opinion and according to the information and explanation given to us, the Company has not made investment and given guarantee/provided security which falls under the purview of section 186 of the CompaniesAct, 2013 and hence not commented upon.

(v) According to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2023 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company and hence not commented upon.

(vi) As per the information and explanation given to us, the maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and hence not commented upon.

(vii) a) The Company has generally been regular in depositing undisputed statutory dues including Income-tax, Goods & Service Tax, Sales-tax, Service Tax, Customs duty, Excise duty, Value Added Tax, cess and any other material statutory dues applicable to it with the appropriate authorities.

There were no undisputed amounts payable in respect of Income-tax, Goods & Service Tax, Sales tax, Service Tax, Customs duty, Excise duty, Value Added Tax, cess and any other material statutory dues in arrears, as at March 31, 2023 for a period of more than six months from the date they became payable, except the following:

Name of the Statute	Nature of Dues	Amount (Rs)	Period to which Demand relates	Date of Payment
Income Tax Act, 1961	Income Tax	11,463/-*	A.V.2019-20	Unpaid till date
Income Tax Act, 1961	Income Tax	65/-	A.Y2008-09	Unpaid till date
Income Tax Act, 1961	TDS Interest on payment Default u/s 201	1,856,930/-	Prior Years	Unpaid till date
Income Tax Act, 1961	TDS Interest on payment Default u/s 201	9,887/-	A. Y.2020-21	Unpaid till date
Income Tax Act, 1961	TDS Interest on payment Default u/s 201	511.50/-	A.Y2022-23	Unpaid till date
Income Tax Act, 1961	TDS Interest on payment Default u/s 201	8536/-	A.Y.2021 -22	Unpaid till date
Income Tax Act, 1961	TDS Interest on Deduction Default u/s 201	1,089/-	A. Y.2020-21	Unpaid till date
Income Tax Act, 1961	TDS Interest on Deduction Default u/s 201	343/-	A.Y.2021 -22	Unpaid till date
Income Tax Act, 1961	Short Deduction	7,700/-	A. Y.2020-21	Unpaid till date
Income Tax Act, 1961	Short Deduction	4,950/-	A.Y2021-22	Unpaid till date
Income Tax Act, 1961	Late Filing Fees u/s 234E	13,800/-	Prior Years	Unpaid till date
Income Tax Act, 1961 Income Tax Act, 1961	Late Filing Fees u/s 234E Interest u/s 220(2)	27,301/- 288/-	A. Y.2020-21 A.Y. 2021-22	Unpaid till date Unpaid till date
Income Tax Act, 1961	Interest u/s 220(2)	1,572/-	Prior Years	Unpaid till date
SEBI Act, 1992	Penalty u/s 12A (a), (b) and (c)	5,00,000/-	F.Y. 2020-21	Unpaid till date
SEBI Act, 1992	Penalty u/s 15-1	1,00,000/-	F.Y. 2021-22	Unpaid till date

* Rectification filed with CPC Order b) Details of dues of Income Tax, Sales Tax, Service Tax, Excise Duty and Value added Tax which have not been deposited as at 31stMarch, 2023 on account of dispute are given below:

Name of the Statute	Nature of Dues	Amount (Rs)	Period to which Demand relates	Date of Payment
Income Tax Act, 1961	Income Tax	3,69,03,180/-*	A.Y.2019-20	Appeal in CIT
Income Tax Act, 1961	Income Tax	1,59,98,278/-*	A.Y.2018-19	Appeal in CIT
Income Tax Act, 1961	Income Tax	80,53,600/-*	A.Y.2017-18	Appeal in CIT
Income Tax Act, 1961	Income Tax	45,28,840/-*	A.Y.2016-17	Appeal in CIT
Income Tax Act, 1961	Income Tax	2,20,37,037/-	A.Y.2015-16	Appeal in CIT
Income Tax Act, 1961	Income Tax	9,11,05,902/-	A.Y 2014-15	Appeal in CIT
Income Tax Act, 1961	Income Tax	5,56,44,383/-	A.Y.2013-14	Appeal in CIT

* Rectification filed with CPC Order

(It is pertinent to note that the Company has also not filed Income Tax Return for the Assessment Years 2020-21 and following periods. Therefore, the taxes/losses on account of the same are not submitted to the department maybe subject to an ex parte assessment by the relevant authorities)

(Any Interest and/or penalty payable on any of the above undisputed statutory dues has not been provided above as well as in books of accounts due to difficulty in estimation of the same)

(viii) No transactions have been recorded in the books of account which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961),Accordingly, paragraph 3(viii) of the order is not applicable to the Company.

(ix) a) According to the information and explanations given to us, the Company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any debentures during the year. Hence reporting under clause 3 (ix)(a) of the Orderis not applicable to the Company.

b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

c) During the year no Term Loans were taken. Accordingly reporting under clause 3 (ix)(c) of the Order is not applicable to the Company and hence not commented upon.

d) On an overall examination of the financial statements of the Company, no funds were raised. Accordingly reporting under clause 3 (ix)(d) of the Order is not applicable to the Company and hence not commented upon.

e) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company and hence not commented upon.

f) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on Clause 3(ix)(f) of the Order is not applicable to the Company.

(iii) a) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, paragraph 3(x)(a) of the Order is not applicable to the Company and hence, not commented upon.

b) According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year Accordingly, paragraph 3(x)(b) of the Order is not applicable to the Company and hence, not commented upon.

(iv) a) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the year.

b) Since, no material fraud by company or on the company has been noticed or reported during the year, therefore, no reporting under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules, 2014 with the Central Government;

c) According to the information and explanations given to us, the Company has not received any whistle-blower complaints, hence, the provisions of the clause 3 (xi)(c) of the Order is not applicable to the Company.

(v) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Consequently, provisions of clause 3(xii) of the Order is not applicable to the Company and hence, not commented upon.

(vi) In our opinion and according to the information and explanations given to us, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of related party transactions have been disclosed in the Financial Statements, as required by the applicable Indian accounting standards.

(vii) a) The company has an internal audit system commensurate with the size and nature of its business;

b) The reports of the internal auditor for the period under audit have been considered by the statutory auditor.

(viii) According to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the CompaniesAct, 2013 is not applicable to the Company.

(ix) a) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and hence, the provisions of the clause 3 (xvi)(a) of the Order is not applicable to the Company.

b) The company has not conducted any Non-Banking Financial activities during the reporting year and hence, the provisions of the clause 3 (xvi)(b) of the Order is not applicable to the Company.

c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly provisions of clause 3(xvi)(c) of the Order is not applicable to the Company and hence, not commented upon.

d) Since the company is not a Core Investment Company (CIC), the provisions of clause 3(xvi)(d) of the Order is not applicable to the Company and hence, not commented upon.

(x) The company has not incurred cash losses during the Financial Year 2022-23 but has incurred cash losses in the immediately preceding Financial Year 2021-22 of Rs.2,21,32,881/-.

(xi) During the year there has been no resignation of the statutory auditors during the year; hence provisions of clause 3(xviii) of the Order are not applicable to the Company.

(xii) 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 financial statements, the auditors knowledge of the Board of Directors and management plans, the auditor is of the opinion that no material uncertainty exists as on the date of the audit report that company is 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 date.

(xiii) Since the provisions of Corporate Social Responsibility under section 135 of the companies Act, 2013 is not applicable to the Company. Accordingly, there is no reporting requirement under clause 3(xx) of the order.

(xiv) Since the company does not have any group company and no consolidated financial statements are prepared, the provisions of clause 3(xxi) of the Order is not applicable to the Company and hence, not commented upon.

For B M Gattani & Co.

CharteredAccountants

ICAI FRN: 113536W

Sd/-

Balmukund N Gattani

Proprietor

Membership No. 047066

Place: Mumbai

Date:08thAugust, 2023

UDIN:23047066BGQFHH4345

ANNEXURE"B"

TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements section of our report to the members of MONOTYPE INDIALIMITED of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct, 2013 ("theAct")

We have audited the internal financial controls over financial reporting of MONOTYPE INDIA LIMITED ("the Company") as of March 31, 2023in conjunction with our audit of the Ind AS 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 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 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 CompaniesAct, 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the CompaniesAct, 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 toobtain 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 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 controls 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 the 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 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.

Opinion

In our opinion, to the best of our information and according to the explanation 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 March 31, 2023, 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 CharteredAccountants of India.

For B M Gattani & Co.

CharteredAccountants

ICAI FRN: 113536W

Sd/-

Balmukund N Gattani

Proprietor

Membership No. 047066

Place: Mumbai

Date: 08thAugust, 2023

UDIN:23047066BGQFHH4345