Nukleus Office Solutions Ltd Auditor Reports

THE MEMBERS OF

NUKLEUS OFFICE SOLUTIONS LIMITED (FORMERLY KNOWN AS NUKLEU5 OFFICE SOLUTIONS PRIVATE LIMITED)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2025 Opinion

We have audited the accompanying financial statements of NUKLEUS OFFfCE SOLUTIONS LIMITED ( the Company), which comprise the balance sheet as at March 31,2025, a nd the Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of the significant accounting policies and other explanatory information [hereinafter referred to as the Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (Act) in the manner so required and give a true and Fair view in conformity with the Accounting Standards prescribes under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31,

2025, the profit (financial performance) 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 Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance ethical 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 financial statements under the provisions of the Act and the Rules made thereunder, and we have Fulfilled our other ethical responsibilities in accordance with these requirements and the ICAL Codeof Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprisesthe information included in the companys annual report but does not include the Financial Statements and our auditor s report thereon.

Our opinion on the 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 Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements, or our knowledge obtained during the course of our audit or otherwise appears to be material ly m isstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility 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 Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting standards and other accounting principles generally accepted in India. 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, implement ation 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 Financial Statements, manage ment is responsible for assessing

the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either Intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Aud ft or 1 s respon s t bi I fries for t he a ud i t erf the financial statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor 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 Financial Statements.

As paft of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the a udit. We also:

* Identify and assess the risks of material misstatement of the 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 interna I control.

* Obtain an understanding of Internal controls relevant to the audit in order to design audit procedures that are appropriate in the circum stances. 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 system in place and the operating effectiveness of such controls.

* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting esti mates a nd re I a ted 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 Company s 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 auditor 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 Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in thestandalonefinancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and {iij to evaluate the effect of any identified misstatements in

thestandalone financial statements.

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.

Report on Other Legal and Regulatory

Requirements

1 As required by the Companies {Auditors report} Order, 2020 (the Order) issued by the Central Government in terms of section 143 {11} of the Act, we give in Annexure- A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required 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 Balance Sheet and the Statement of Profit and Loss and the Statement of Cash Flow dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies [Accounts) Rules, 2014;

e) On the basis of the written representations received from the

directors as on March 31,2025 taken on record by the board of directors, none of the directors is disqualified as on March 31,2025from 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B ,f . Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Auditand 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 financial statements. (Refer Notes to account No. 22 of financial statements)

ii. The Company did not have any long-term contracts including derivative contracts outstanding as at 31st March, 2025 for which there were any material foreseeable losses.

tit. 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 to us that, to the best of their knowledge and belief, no funds (which are materia! either individually or in the aggregate) 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 person or entity, including foreign entity ( 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 by or on behalf of the Com pany{ U11i mate 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 (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 71(e), as provided under

(a) and (b) above, contain any material misstatement.

v. There is no dividend declared or paid by the company during the year under audit.

vi. Based on our examination, which

included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31.2025, 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 the audit trail feature being tampered with and audit trail has been preserved by the company

as per statutory requirements for record retention.

For M-K. Aggarwal & Co,

Chartered Accountants FRN-01411N Atul Aggarwal (Partner)

Membership No. 099374 UDIN No. 25099374-BMKVIU7903 Place; New Delhi Date: 22nd May, 2025

ANNEXURE-A TO THE INDEPENDENT

AUDITORS REPORT

(Referred to in Paragraph 1 under the heading of Report on Other Legal and Regulatory Requirements of our Report of even Date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i. In respect of its Property, Plant & Equipments Intangible Assets-

a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment*

{B) The Company has maintained proper records showing full particularsof intangible assets.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased / periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) Based on our examination of the documents provided to us, we report that, the title deeds of all

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 included under Property, Plant and Equipment are held in the name of the Company as at the Balance Sheet date,

d) The Company has not revalued any of its property, plant and equipment and intangible assets during the year.

e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1900 [as amended in 201S) and rules made thereunder.

ii. [a) The Company does not have any inventory and hence reporting under clause 3(ii)(a} of the Order is notapplicable.

(b) The Company has not been

sanctioned working capital limits in excess of ^5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3[ii)(b) of the Order is not applicable.

iii. According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made investments in provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during theyear.

a) The company has not provided loans or provided advances in the

Particulars	Guarantees	Loans
Aggregate amount granted/ provided during the year	-	-
Balance outstanding as at Balance Sheet date	1901.15	-

b) In our opinion, the guarantee provided and the terms and conditions of the guarantee provided are, prima facie, not prejudicial to the interest of the Company.

c) No loans and advances in the nature of loans has been made by the company. Hence reporting under clause (iii)&of the Order is not applicable.

d) No loans and advances in the nature of loans has been made by the company. Hence reporting under clause (iii}[d) of the Order is not applicable.

e) No loan granted by the Company, which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

f) 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 during the year. Hence, reporting under clause 3(ni)(f] is notapplicable,

iv. The Company has complied with the provisions of Sections 1 OS and 106 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

v. The Company has not accepted any deposit or amounts, which are deemed to be deposits. Hence, reporting under clause 3{v) of the Order is not applicable.

vi. The maintenance of cost records has not been specified by the Central Government under subsection (!) of Section 140 of the Companies Act, 2013 for the businessactivitiescarried out by the Company. Hence, reporting under clause (vi) of the Order is not applicabletothe Company.

vii. According to the information and explanations given to us, in respect of statutory dues-

a) The company has generally been regular in depositing undisputed statutory dues including Provident

Fund, Employees State Insurance, Income Tax, Wealth Tax, ServiceTax, Custom Duty, Excise Duty, value added tax. Cess and other statutory dues to the extent applicable to ft and there were no outstanding statutory dues as on a 31st March 2025 for a period of more than six mon ths from the date they became payable.

b) There are no dues In respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty. Value Added Tax and Cess which have not been deposited on account of any dispute.

viii. There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as Income during the year in the tax assessments under the Income Tax Act,1961 (43of 1961).

ix. (a) The company has not defaulted in repayment ofloans or borrowings to any financial institution, bank or Govern ment as at the Ba la nee sheet date.

(b) The company is not declared as a willful defaulter by any bank or financial institution or other lenders,

(c) On an overall examination of the financial statements of the

Company, the company were applied term loan for the purpose for which itisavailed.

{d} On an overall examination of the financial statements of the Company, funds raised on shortterm basis have, prima facie, not been used during the year for longterm purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the ob ligations of its subsid iaries

x. (a) During the year the company has raised the money by way of initial public offer of 13,54,800 equity shares having Face Value of Rs. 10/-each atthe rate of Rs. 234/- each and the details of same are as given below:-

Sr. No.	Object of the issue	Amount Received	Amount Utilized (Including GST)	Amount Unutilized
1	Capital expenditure and security deposit towa rds esta blishment of new centers	2197.6G	406.01	1791.67
2	Building up technology platform, integration of all centers, online client interaction and mobile application	34.22	5.61	20.61
3	Advertisement expenses towards enhancing the visibility of our brand	49.56	-	49.56
4	General Corporate Purpose	5BG.02	300	2GG.02
5	issue Expense	300.75	195.05	105.7
	Total	3170.23	906.67	2263.66

[b) During the year, the company has made private placement of 1,59,600 equity shares having face value of Rs. 10/-each at the rate of Rs. 108/- each and the requirements of Section 42 and 62 of the Companies act, 2013 have been complied with and the funds have been used for the purpose for which it was raised.

i. {a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of Section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) As informed by the management, no whistle blower complaints were received by the Company during the year.

ii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

iii. !n our opinion, the Company is in compliance with Section 177 and 18Q of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

iv. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and natureof its business.

(b) We have considered the internal audit reportsofthe Company issued till date forthe period under audit.

v. In our opinion, during the year 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 Compa ny.

vi. {a] In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b} and (c) of the Order is notapplicable. (b) In our opinion, there is no core investment Company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3[xvi](d) of the Order is not applicable.

vii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

viii. There has been no resignation of the statutory auditors of the Compa ny d u ri ng theyea r.

ix. 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 and 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 indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state ihatthisisnot an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

x. In our opinion. Section 13S of the Companies Act, 2013 is not applicable for the financial year 2024-25. Hence reporting under clause 3(xx)(a) and (b) of the Order is notapplicable,

xi. The reporting under clause 3{xxi} of the order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause underthis report.

For M.K. Agg arwal £ Co,

Chartered Accountants

FRN-01411N

CA AtuI Aggarwal

(Partner)

Membership No. 099374

UDIN No. 25099374BMKV1U7903

Place; New Delhi

Dated; 22nd May 2025

Annexure- B to the Independent Auditors Report on the Financial Statements of NUKLEUS OFFICE SOLUTIONS LIMITED (Formerly Known as Nukleus Office Solutions Private Limited).

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

We have audited the internal financial controls over financial reporting of NUKLEUS OFFICE SOLUTIONS LtMITED [Formerly Known as Nukleus Office Solutions Private Limited) ( the Company) as of March 31, 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management s Responsibility for Internal Financial Controls

The Company s 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 (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 com pa nys pol icies, the safeg uard ing of i ts 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 Compa nies Act,2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company s internal Financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the^Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143{1G) of the Com pan ies Act, 2013,

to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s 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 basisfor 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 company s 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 compa ny;

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 madeonly in accordance with authorizations oF management and directorsofthe company; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements.

inherent Limita tions 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 orfraud 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

Jnouropinion T theCompany has, maintained in all material respects, an adequate interna I finandat controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31,2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of in tern a I control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For M,K. Aggarwal & Co,

Chartered Accountants FRN-01411N

CA Atul Aggarwal

(Partner)

Membership No. 099374 UDIN No. 25099374BMKVJU7903 Place: New Delhi Dated:22nd May,2025