Nucleus Software Exports Ltd Auditor Reports

To the Members of Nucleus Software Exports Limited

Report on the Audit of the Standalone Financial
Statements

Opinion

We have audited the accompanying standalone financial
statements of Nucleus Software Exports Limited ("the
Company"), which comprise the standalone balance sheet
as at March 31, 2026, and standalone statement of profit
and loss (including other comprehensive income), the
standalone statement of changes in equity, the standalone
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 (herein after referred to as "the
standalone financials statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone 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 Indian Accounting Standards
prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015,
as amended ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at March 31, 2026, and its profit and other
comprehensive income, 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 Act. Our responsibilities under those Standards are
further described in the AuditorRs. s 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 (ICAI) together with
the ethical requirements that are relevant to our audit of
the standalone financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the ICAIRs. s 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.

Sr. No. Key Audit Matter	How our audit addressed the key audit matter
1. For the year ended March 31, 2026, revenue amounting to 80,597 Lakhs has been recognized from the sale of software products and sale of services to customers. This revenue includes revenue from fixed price contracts which is recognized based on the percentage of work completed. The percentage of work completed is estimated by the Company on the basis of the completion of milestones and activities as agreed with the customers. Due to the number and complexity of activities performed, significant judgments are required to estimate this percentage of completion. Therefore, the audit risk is that if there is an error in estimation of percentage of completion, this will have an impact on the accuracy of revenue recognized for the year ended March 31, 2026.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient and appropriate audit evidence:
	- Obtained an understanding of key internal controls over recording of activities completed and of general IT controls for the project management tool. Performed walkthrough of the underlying process and documented the controls and assessed the effectiveness of their design and implementation. Also performed tests to assess whether the controls were operating as designed.
	- Involved IT specialists to assess whether the project management tool captured activities completed in the correct period and whether the related percentage completion was derived from a system that is operating effectively.
	- Selected a sample of contracts, using a mix of quantitative and qualitative criteria, and performed the following procedures for each contract selected:
	- inspected key terms, including transaction price, deliverables, performance obligations, timetable, and milestones, set out in the contract.
	-inquired of the relevant project managers about key aspects and the progress of the contracts, including the estimated total contract costs, key project risks, amendments, contingencies, and billing schedules.
	- verified the details of activities completed with those stated in the customer contract and confirmed by the project manager including agreeing the respective activities performed according to project management tool with customer report/confirmations which form the basis of percentage of completion; and
	- verified the ageing analysis of income accrued but not billed on POC contracts and performed analytical procedures, based on revenue trends, to assess the movements in accruals.

Other Information other than the Standalone Financial
Statements and AuditorRs. s Report thereon

The CompanyRs. s Board of Directors is responsible for
the other information. The other information comprises
the information included in the BoardRs. s Report including
Annexures to BoardRs. s Report, Corporate Governance
and ShareholderRs. s Information, but does not include the
consolidated financial statements, standalone financial
statements and our auditorRs. s report thereon, which we
obtained prior to the date of this auditorRs. s report, and
the Management Discussion and Analysis and Business
Responsibility and Sustainability Report, which is expected
to be made available to us after that date.

Our opinion on the standalone financial statements does
not cover the other information and we do not and will 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 on the other
information that we obtained prior to the date of this
auditorRs. s report, 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.

When we read Management Discussion and Analysis and
Business Responsibility and Sustainability Report, if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance and take necessary actions, as applicable
under the relevant laws and regulations.

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

The CompanyRs. s Board of Directors is responsible for the
matters stated in section 134(5) of 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, including other comprehensive
income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards
(Ind AS) specified under section 133 of the Act, read with
the 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 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, the
management and the Board of Directors are responsible
for assessing the CompanyRs. s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors are also responsible for overseeing
the companyRs. s financial reporting process.

AuditorRs. s 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 auditorRs. s 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 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 Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to standalone financial statements 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 the management
and Board of Directors 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
CompanyRs. s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditorRs. s 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 auditorRs. s
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 year and are therefore the key
audit matters. We describe these matters in our auditorRs. s
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 (AuditorRs. s Report) Order,
2020 ("the Order"), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the "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 the Act, 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 standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement
of changes in equity and the standalone statement
of cash flows dealt with by this Report are in
agreement with the books of account;

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

(e) On the basis of the written representations
received from the directors as on March 31, 2026,
taken on record by the Board of Directors, none of

the director is disqualified as on March 31, 2026,
from being appointed as a director in terms of
Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements 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 CompanyRs. s
internal financial controls with reference to
standalone financial statements;

(g) With respect to the matter to be included in the
AuditorRs. s Report under Section 197(16) of the Act,
in our opinion, according to the information and
explanation given to us, the remuneration paid by
the Company to its directors during the year is in
accordance with the provisions of section 197 read
with Schedule V of the Act; and

(h) With respect to the other matters to be included in
the AuditorRs. s 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 has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements - Refer
Note No. 2.31 to the standalone financial
statements.

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

iii. There has been no delay in transferring
amounts, 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, as
disclosed in the note 2.42 to the standalone
financial statement, 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 directly or
indirectly lend or invest in other persons
or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by
or on behalf of the Company, or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The management has represented, that,
to the best of itRs. s knowledge and belief,
as disclosed in the note 2.42 to the
standalone financial statement, 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, 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 audit procedures that have been
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

(i) and (ii) of Rule 11(e) contain any material
misstatement.

v. The final dividend proposed in the previous
year, declared and paid by the Company during
the year is in accordance with Section 123 of
the Act, as applicable.

vi. Based on our examination which included
test checks, the company has used an
accounting software for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit we did not come
across any instance of audit trail feature being
tampered with.

Audit trail has been preserved by the Company
as per the statutory requirements for record
retention in accordance with the requirements
of Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

For ASA & Associates LLP

Chartered Accountants
Firm Registration No. 009571N/N500006

Prateet Mittal

Partner

Membership No. 402631
UDIN:26402631LLZQZL3969

Place: Gurugram
Date: May 21, 2026

Annexure A to the Independent AuditorsRs. Report

(Referred to in paragraph 1 under Rs. Report on Other Legal and Regulatory RequirementsRs. section of our report of even date)

(i) (a) (A) According to the information and explanations

given to us and audit procedures performed
by us, the Company has maintained proper
records showing full particulars, including
quantitative details and situation of Property,
Plant and Equipment.

(B) According to the information and explanations
given to us and audit procedures performed
by us, the Company has maintained proper
records showing full particulars of intangible
assets.

(i) (b) The property, plant and equipment were physically

verified during the year by the management
in accordance with a regular programme of
verification which, in our opinion, provides for
physical verification of all the property, plant and
equipment at reasonable intervals. According
to the information and explanations given to us,
no material discrepancies were noticed on such
verification.

(c) According to information and explanations given
to us and audit procedures performed by us, the
title deeds of all of the immovable properties
(other than properties where the company is
the lessee and the lease agreements are duly
executed in favour of the lessee) disclosed in the
financial statements are held in the name of the
Company.

(d) According to information and explanations given
to us and audit procedures performed by us, the
Company has not revalued its Property, Plant
and Equipment (including Right of Use assets) or
intangible assets or both during the year.

(e) According to information and explanations
given to us and audit procedures performed
by us, there are no proceedings 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 does not hold any physical

inventories during the year. Accordingly,
reporting under clause 3(ii)(a) of the Order is not
applicable.

(b) According to information and explanations given
to us and on the basis of our examination of the
records of the Company, the Company has not

been sanctioned any working capital limits in
excess of five crore rupees, in aggregate, from
banks or financial institutions on the basis of
security of current assets at any time during the
year. Accordingly, reporting under clause 3(ii)(b)
of the Order is not applicable.

(iii) (a) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, during the year,
the Company has not provided any guarantee
or security or granted any loans or advances
in the nature of loans, secured or unsecured,
to companies, firms, and Limited Liability
partnerships or any other parties. Accordingly,
reporting under clause 3(iii)(a) of the Order is not
applicable.

(b) According to the information and explanations
given to us and audit procedures performed by us,
we are of the opinion that the investment made,
guarantees provided, security given and the
terms and conditions of the grant of all loans and
advances in the nature of loans and guarantees
provided are, prima facie, not prejudicial to the
CompanyRs. s interest.

(c) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, in respect of
interest free loan given by the Company, the
repayment of principal has been stipulated,
and the repayments of principal amount are
generally regular. Further, the Company has not
given any advance in the nature of loan to any
party during the year.

(d) According to the information and explanations
given to us and audit procedures performed by
us, there is no overdue amounts for more than
ninety days in respect of the loans given by the
Company. Further, the Company has not given
any advance in the nature of loan to any party
during the year.

(e) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, there is no loan
or advance in the nature of loan granted falling
due during the year, which has been renewed
or extended or fresh loans granted to settle
the overdue of existing loans given to the same
parties.

(f) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, the Company has
not granted any loans or advances in the nature
of loans either repayable on demand or without
specifying any terms or period of repayment in
the nature of loans as defined in clause (76) of
section 2 of the Companies Act, 2013. Hence,
reporting under clause 3(iii)(f) is not applicable.

(iv) According to information and explanations given to us
and on the basis of our examination of the records of
the Company, the Company has not given any loans, or
provided any guarantee or security as specified under
Section 185 and 186 of the Companies Act, 2013. In
respect of the investments made by the Company, the
provisions of section 186 of the Companies Act, 2013
have been complied with.

(v) The Company has not accepted any deposits or
amounts which are deemed to be deposits from the
public. Accordingly, reporting under clause 3(v) of the
Order is not applicable.

(vi) According to information and explanations given to
us, the Central Government has not prescribed the
maintenance of cost records under Section 148(1) of
the Companies Act, 2013 for the services provided
by it. Accordingly, reporting under clause 3(vi) of the
Order is not applicable.

(vii) (a) According to the information provided and

explanations given to us and based on our
examination of the records of the Company, the
Company is generally regular in depositing with
appropriate authorities undisputed statutory
dues including Goods and Services Tax, provident
fund, employeesRs. state insurance, income-tax,
sales-tax, service tax, duty of customs, duty of
excise, value added tax, cess and other material
statutory dues applicable to it. There are no
material outstanding statutory dues existing
as on the last day of the financial year which is
outstanding for more than six months from the
day these becomes payable.

(vii) (b) According to the information provided and explanations given to us, statutory dues relating to Goods and Services
Tax, provident fund, employeesRs. state insurance, income-tax, sales-tax, service tax, duty of customs, duty of
excise, value added tax, cess or other statutory dues, which have not been deposited with the appropriate
authorities on account of any dispute are as follows:

Name of the statute	Nature of Dues	Amount (in Lakhs)	Amount paid under protest (in Lakhs)	Period to which the amount relates	Forum where dispute is pending	Remarks (If any)
Income Tax Act 1961	Income Tax	44	-	AY 2022-23	Deputy Commissioner of Income Tax	-
Income Tax Act 1961	Income Tax	19	-	AY 2021-22	National Faceless Appeal Centre	-
Income Tax Act 1961	Income Tax	56	7	AY 2020-21	National Faceless Appeal Centre	-
Income Tax Act 1961	Income Tax	23	5	AY 2019-20	National Faceless Appeal Centre	-
Income Tax Act 1961	Income Tax	212	8	AY 2018-19	National Faceless Appeal Centre	-
Central Goods and Services Tax Act 2017	Goods and Services Tax	47	2	FY 2018-19	Additional Commissioner Grade II (Appeals)	-
Central Goods and Services Tax Act 2017	Goods and Services Tax	16	1	FY 2020-21	Deputy Commissioner of State Tax	-
Central Goods and Services Tax Act 2017	Goods and Services Tax	19	9	FY 2017-18	Deputy Commissioner of State Tax	-

(vm) According to the information provided and explanations
given to us, and on the basis of our examination of
the records of the Company, the Company has not
surrendered or disclosed any transactions, previously
unrecorded as income in the books of account, in
the tax assessment under the Income Tax Act, 1961
as income during the year and accordingly reporting
under clause 3(viii) of the Order is not applicable.

(ix) (a) The Company has not availed any loans and

borrowings during the year. Accordingly,
reporting under clause (ix)(a) of the Order is not
applicable.

(b) According to the information and explanations
given to us, the Company has not been declared
wilful defaulter by any bank or financial institution
or government or any government authority.

(c) According to the information and explanations
given to us, the Company has not obtained
any term loans during the year. Accordingly,
reporting under clause 3(ix)(c) of the Order is not
applicable.

(d) According to the information and explanations
given to us and on an overall examination of
the financial statements of the Company, we
report that no funds raised on short-term basis
have been used for long-term purposes by the
Company.

(e) According to the information and explanations
given to us and on an overall examination of the
financial statements of the Company, we report
that 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 as defined under Companies Act, 2013.

(f) According to the information and explanations
given to us and procedures performed by us, we
report that the Company has not raised loans
during the year on the pledge of securities held
in its subsidiaries, joint ventures or associate
companies as defined under the Companies Act,
2013.

(x) (a) The Company has not raised any moneys by

way of initial public offer or further public offer
(including debt instruments) during the year.
Accordingly, reporting under clause 3(x)(a) of the
Order is not applicable.

(b) According to the information provided and
explanations given to us, and on the basis of our
examination of the records of the Company, 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,

reporting under clause 3(x)(b) of the Order is not
applicable.

(xi) (a) According to the information and explanations

given by the management and based upon the
audit procedures performed for the purpose of
reporting on the true and fair view of the financial
statements, we report that no fraud by the
Company or any fraud on the Company has been
noticed or reported during the year.

(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, 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 under Clause 3(xi)(b) of the Order
is not applicable to the Company.

(c) We have taken into consideration the whistle
blower complaint received by the Company
during the year while determining the nature,
timing and extent of audit.

(xii) (a) According to the information and explanation

given to us, the Company is not a Nidhi Company.
Accordingly, reporting under clause 3(xii) of the
Order is not applicable.

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

(xiv) (a) According to the information and explanations

given to us and audit procedures performed by
us, in our opinion, the Company has an internal
audit system commensurate with the size and
nature of its business.

(b) We have considered the internal audit reports of
the Company issued till date, for the period under
audit.

(xv) According to the information and explanations given
to us, in our opinion the Company has not entered
into any non-cash transactions with its directors
or persons connected with its directors and hence
provisions of section 192 of the Companies Act, 2013
are not applicable to the Company.

(xvi) (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.

(b) According to the information and explanations
given to us, the Company has not conducted
any Non-Banking Financial or Housing Finance
activities.

(c) The Company is not Core Investment Company
(CIC) as defined in the regulations made by the
Reserve Bank of India. Accordingly, reporting
under clause 3(xvi)(c) and (d) of the Order are
not applicable.

(xvii) According to the information and explanations given
to us and on an overall examination of the financial
statements of the Company, the Company has not
incurred cash losses in the financial year and in the
immediately preceding financial year.

(xviii) There has been no resignation of the statutory
auditors during the year and accordingly reporting
under clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given
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 financial statements, 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 the 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 date. 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
information and explanation as made available to us
by the management of the Company 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
explanation given to us, there is no unspent amount
under sub-section (5) of Section 135 of the Companies
Act, 2013 pursuant to any project. Accordingly,
reporting under clause 3(xx)(a) and (b) of the Order
are not applicable.

For ASA & Associates LLP

Chartered Accountants
Firm Registration No. 009571N/N500006

Prateet Mittal

Partner

Place: Gurugram Membership No. 402631

Date: May 21, 2026 UDIN: 26402631LLZQZL3969

Annexure B to the Independent AuditorsRs. Report

(Referred to in paragraph 2(f) under Rs. Report on Other Legal and Regulatory RequirementsRs. section of our report of even date)

Report on the Internal Financial Controls with reference
to the Standalone Financial Statements under Clause (i)
of Sub-section 3 of Section 143 of the Companies Act,
2013 ("the Act")

We have audited the internal financial controls with
reference to the Standalone Financial Statements of
Nucleus Software Exports Limited (the "Company") as
at March 31, 2026, in conjunction with our audit of the
Standalone financial statements of the Company for the
year ended on that date.

ManagementRs. s Responsibility for Internal Financial
Controls

The CompanyRs. s management and Board of Directors are
responsible for establishing and maintaining internal
financial controls based on the internal control with
reference to the Standalone Financial Statements
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 (Rs. ICAIRs. ). 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 CompanyRs. s 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 Act.

AuditorsRs. Responsibility

Our responsibility is to express an opinion on the CompanyRs. s
internal financial controls with reference to the Standalone
Financial Statements 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 ICAI 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 with reference to the Standalone
Financial Statements. 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 with
reference to the Standalone Financial Statements 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 with reference to the Standalone Financial
Statements and their operating effectiveness. Our audit of
internal financial controls with reference to the Standalone
Financial Statements included obtaining an understanding
of internal financial controls with reference to the
Standalone Financial Statements, 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 auditorRs. s judgment, 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 CompanyRs. s internal financial controls system
with reference to the Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to
the Standalone Financial Statements

A CompanyRs. s internal financial control with reference
to the Standalone Financial Statements is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the
Standalone financial statements for external purposes in
accordance with generally accepted accounting principles.
A CompanyRs. s internal financial control with reference to the
Standalone Financial Statements 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 the 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 CompanyRs. s assets that could have a material effect
on the Standalone financial statements.

Inherent Limitations of Internal Financial Controls with
reference to the Standalone Financial Statements

Because of the inherent limitations of internal financial
controls with reference to the Standalone Financial
Statements, 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 with reference to the Standalone Financial
Statements to future periods are subject to the risk that the
internal financial control with reference to the Standalone
Financial Statements 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 explanations given to us, the Company has
maintained, in all material respects, an adequate internal
financial controls system with reference to the Standalone
Financial Statements and such internal financial controls
with reference to the Standalone Financial Statements

were operating effectively as at March 31, 2026, based
on the internal control with reference to the Standalone
Financial Statements 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.

For ASA & Associates LLP

Chartered Accountants
Firm Registration No. 009571N/N500006

Prateet Mittal

Partner

Place: Gurugram Membership No. 402631

Date: May 21, 2026 UDIN: 26402631LLZQZL3969