Optivalue Tek Consulting Ltd Auditor Reports

To the Members of

Opti Value Tek Consulting Limited (Previously Known as Opti Value Tek Consulting Private Limited)

Report on the Audit of the IND AS Standalone Financial Statements Opinion

We have audited the accompanying Ind AS standalone financial statements of Opti Value Tek Consulting Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026 and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

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 ("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, 2026, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

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 Ind AS 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 Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules made 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

Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. 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.

SI. No. Key Audit Matters	How Key Audit Matters were Addressed
1. Transaction with Related Parties: During the year, the Company has given advance to its related parties amounting to Rs. 9.34 Crores for business purpose which has been disclosed in notes to accounts as per IND-AS 40 and recovered an amount of Rs. 1.79 Croes. The outstanding balance of Rs. 8.15 Crores along with interest were repaid by the related parties subsequent to Balance Sheet date. The advances were given without seeking the prior approval of the board in contradiction of the provisions of Section 185/186 of the Companies Act.	The matter was disused in the board meeting and was approved. There is no financial loss occurred to the company due to this transaction. The Company provided extract of a board meeting in -which board has given approval to transact with the related parties in ordinary course 1 of business. Further, the money has been taken back from the related parties with interest subsequent to Balance sheet date.
2. Revenue from IT manpower services is recognized based on MS Excel—based timesheets, without any system-based i controls, resulting in a lack of automated validation and increased risk over the completeness and accuracy of revenue recognition.	Reconciled timesheet data with invoices, acceptance of invoices by the customers and subsequent realization of invoices as audit evidence.
3. Unbilled Revenue Rs 14.07 Crores	We linked unbilled work with timesheets and analyzed subsequent billing/collection. Also analyzed aging of unbilled revenue as j on the balance sheet date and in case of ! old aged items which are not subsequently 1 billed, obtained reasons for delays and j expected timelines for billing of the same.
4. Outstanding receivable Balances aggregating to Rs. 59.87 Crores appearing under Note No. 4 are subject to confirmation and reconciliation with the respective parties.	We verified that the invoices are included in GST returns and liability to statutory dues has also been recognized. We also considered realization of receivables subsequent to balance sheet date as audit evidence.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

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

When we read the Annual 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 appropriate action as applicable under the relevant laws and regulations.

Managements Responsibility for the Standalone Financial Statements

Responsibilities of the Board of Directors 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. 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 financial statements, the Board of Directors 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 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 is also responsible for overseeing the Companys financial reporting process.

Auditors7 Responsibility

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

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 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 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 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.

• 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.

Report on Other Legal and Regulatory Requirements

1. 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, the Statement of Profit and Loss, the Statement of Changes in Equity, 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 Accounting Standards specified under Section 133 of the Act;

e. The matter described in the Basis for Qualified Opinion paragraph, in our opinion, may have an adverse effect on the functioning of the Company;

f. On the basis of written representations received from the directors none of the

directors is disqualified as on that date from being appointed as a director in terms of Section 164(2) of the Act;

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

h. In our opinion, the Company has not complied with the provisions of Section 185 of the Act, as explained above;

i. With respect to 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:

• The Company has disclosed the impact of pending litigations on its financial position;

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

• There were no amounts required to be transferred to the Investor Education and Protection Fund.

Annexure-1 to the Independent Auditors* Report of even date on the financial statements of Opti Value Tek

Consulting Limited for the year ended 31st March, 2026

(Referred to in Paragraph 1 under the "Other Legal & Regulatory Requirement")

We further report that:

i. In Respect of Its Fixed Assets

1) (a) The Company has maintained proper records in respect showing full particulars including quantitative details and situation of Property, Plant and Equipment.

(b) the company is maintaining proper records showing full particulars of intangible assets;

2) These Property, Plant and Equipment have been physically verified by the management at reasonable intervals and there is no material discrepancy noted at the time of verification.

3) The title deeds of all the immoveable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company.

4) The Company has not revalued its property, plant and equipment including intangible assets appearing in its financial statement during the year.

5) As explained to us by the management of the Company, no proceedings have been 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. In Respect of Its Inventory

a. As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

b. During the year, the company has been sanctioned working capital limits in excess of 5 Crores rupees, in aggregate, from Banks or financial institutions, on the basis of security of current assets. In our opinion, the quarterly returns filed by the Company with such Banks and Financial Institutions are in agreement with the unaudited books of accounts of the Company of the respective quarters and no material financial discrepancies have been observed.

iii. Loans given to parties covered under section 189

During the year, the Company has granted loans amounting to Rs.9.34 Crores to parties covered under Section 189 of the Companies Act. As on Balance sheet date, total outstanding from those parties was Rs. 8.15 Crores which was repaid subsequent to the Balance sheet date along with interest. According to the explanation given to us and audit procedure performed by us, the advances given to parties were not prejudicial to the interest of the Company as the amount has been repaid by the parties along with interest.

iv. Compliance of Provision of Section 185 and 186 of the Companies Act, 2013 in respect of loans, guarantees and securities

As per books of accounts and relevant documents examined by us, the company has complied with the provisions of Section 185 & 186 of the Companies Act.

v. Acceptance of Deposits

According to the information and explanations given to us, the company has not accepted deposits as per the directive issued by the Reserve Bank of India and the provision of Section 73 to 76 or any other relevant provision of the Act and the rules framed there under.

vi. Maintenance of Cost Records

The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013, hence clause is not applicable Undisputed & Disputed Statutory Dues

i. According to the information and explanations given to us and as per the records verified by us, the Company has been regular in depositing undisputed statutory dues including Income Tax, Provident Fund dues. Professional Tax, Value Added Tax and Service Tax with the appropriate authorities.

ii. There was no undisputed amount payable in respect of Income Tax, Provident Fund dues, Professional Tax, Value Added Tax and Service Tax and other statutory dues in arrear as at 31st March 2026 for more than six months from the date they became payable except an amount of Rs. 43,000 of Income tax demand raised by the department.

iii. In case if dues of Income Tax or sales tax or service tax or duty of custom or duty of excise or value tax or cess have not been deposited on account of any dispute is as below:

Name of Statute	Nature of Dues	Amount	Period	Forum
Goods & Service Tax	GST Liability	11.92 Lakhs	2019-20	GST Appeals

vii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(yiii) of the Order is not apply to the Company

viii. A. Based on our audit procedures and according to the intimation and explanations given by the management the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

B. The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

C. No term loans obtained during the year by the Company have been applied for the purposes for which they were obtained. Hence, need not be disclose.

D. On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term 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 obligations of its subsidiary.

F. The Company has not raised loans during the year on the pledge of securities held in its subsidiary company. According to the information and explanations given to us and as per the records verified by us, the Company has not raised any money during the year through initial/further public offer (including debt instruments). Term loans raised by the company during the year have been utilized for the purpose for

which they were obtained.

G. During the year, the Company raised an amount of Rs. 51.82 Crores through an Initial Public Offer (IPO). Based on our examination and according to the information and explanations given to us, the Company has applied the funds raised through the IPO for the purposes for which such funds were raised. The unutilised amount of Rs. 19.09 Crores as at 31 March 2026 has been kept in fixed deposits and bank balances pending utilisation in accordance with the objects of the issue.

H. (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

i. Frauds on or by the Company

According to the information and explanations given to us and as per the records verified by us, carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company or its officers, noticed or reported during the year, nor have we been informed of any such case by the management.

ii. Nidhi Companies

The Company is not a Nidhi Company during the year under review and hence, the criteria as stipulated under Nidhi Rules 2014 are not applicable to the company.

iii. Related Party Transactions

As per the information and explanations given during the course of our verification, in our opinion, all transactions with the related parties made by the company were in compliance with section 177 and 188 of the Act, to the extent applicable to the company during the year, the relevant details in respect of which have been appropriately disclosed in the standalone financial statements.

iv. (a) According to the information and explanations provided by the Management and based on our evaluation, the Company has an internal audit system commensurate with the size and nature of its business. However, there is scope for strengthening internal control procedures relating to entering into agreement with the service providers and customers and timely recording, review and monitoring of accounting transactions.

(b) No internal audit report has been provided to us by the management of the company.

v. Non-Cash Transactions with Directors etc.

As per the information and explanations provided to us, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with the directors within the purview of section 192 of the Act are not applicable.

vi. Provision of 45-IA of the Reserve Bank of India Act.1934

a. According to the information and explanations given to us and as per the records verified by us, during

the year, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

b. In our Opinion and based on our examination, the Company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of

India as per the Reserve Bank of India Act, 1934,

c. In our Opinion and based on our examination, the Company is not a Core Investment company (CIC) as defined in the regulations made by the Reserve Bank of India.

d. According to the information and explanations given by the management, the Group does not have any CIC as part of the Group.

vii. Based on our examination, the company has not incurred cash losses in the financial year and in the immediately preceding financial year.

viii. There has been no resignation of the statutory auditors during the year.

ix. On the information obtained from the management and audit procedures performed 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, the auditors knowledge of the Board of Directors and management plans, we are 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;

x. In our opinion and according to the information and explanations given to us, the Company has fully spent the amount required towards Corporate Social Responsibility during the year in accordance with Section 135 of the Companies Act, 2013. Accordingly, reporting under clause 3(xx)(a) and clause 3(xx)(b) of the Order is not applicable.

xi. The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report

Annexure-2 to the Independent Auditors Report of Qptivaluc Tek Consulting Limited

Report on the Internal Financial Controls over financial reporting under Section 143(3)(i) of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Optivalue Tek Consulting Limited ("the Company") as of March 31, 2026, in conjunction with our audit of the consolidated 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 (the ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility:

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal financial controls over financial reporting and the Standards on Auditing, issued by the ICAI deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those standards and the Guidance Note 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 the internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of risks of material misstatements 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 of 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 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 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, the Company has, in all material respects, adequate internal financial controls system over financial reporting were operating effectively as at March 31st 2026, 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.