Quess Corp Ltd Auditor Reports

To The Members of Quess Corp Limited

Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the accompanying standalone financial statements of Quess Corp Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion section below, 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 Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

As stated in note 38.4 to the standalone financial statements, certain tax deductions claimed by the Company and recognised in computation of income tax expense in the current and preceding periods have been disallowed by the Income Tax Authority. The disallowance has been challenged by the Company in a judicial forum. The Company, supported by external opinions from legal counsel and other tax experts, has assessed the basis of the disallowances and concluded that it is probable that these deductions will be accepted upon ultimate resolution. In January 2024, as described in note 38.4 to the standalone financial statements, another regulatory authority has made certain observations (referred to as "new information") on the applicability of certain conditions in the Income Tax Act and related reports submitted to the Income Tax Authority in respect of these deductions. The Company has taken into consideration this new information and continues to believe that it is probable that these deductions upon ultimate resolution will be accepted by the Income Tax Authority.

As a result of the uncertainty in respect of the outcome in the aforesaid matter, pending ultimate resolution and acceptance by the Income Tax Authority, we are unable to comment whether any adjustments are necessary. We conducted our audit of the standalone financial statements 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 Responsibility 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 made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

Emphasis of Matters

• We draw attention to Note 38.3(i) to the standalone financial statements, regarding the demands received by the Company in respect of Provident Fund and the contingency related to the pending litigation on the said matter.

• We draw attention to Note 44 to the Statement, regarding the Scheme of Amalgamation among Quess Corp Limited with three of its wholly owned subsidiaries MFX Infotech Private Limited ("MFX"), Greenpiece Landscape India Private Limited and Conneqt Business Solutions Limited together known as ("transferor companies"), from the appointed date of April 1, 2021. Consequently, the standalone financial statements for the year ended March 31, 2023 have been restated to give effect to the amalgamation. Our opinion is not modified in respect of these matters.

Key Audit Matter

Key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the standalone financial statements of the current period. This matter was 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 this matter. In addition to the matter described in the Basis for Qualified Opinion section of our audit report, we have determined the matter described below to be the key audit matter to be communicated in our report.

Sr. No. Key Audit Matter	Auditors Response
1 Revenue Recognition:	Principal audit procedures performed:
The Company derives revenue primarily from staffing services in the operating segments comprising of Workforce management, Operating asset management and Global Technology Solutions. Revenue from staffing services is recognised over time as the customer simultaneously receives and consumes the benefits as the Company renders the services. The invoicing for these services is either based on cost plus a service fee or fixed fee model. The Companys invoicing cycle is on contractual pre-determined dates and recognized as receivables based on customer acceptances for delivery of work/ attendance of resources.	Our audit approach was a combination of test of controls and substantive procedures which included amongst others the following:
Revenue for the post billing period is recognized as unbilled revenues. Unbilled revenues are invoiced subsequent to the year-end based on customer acceptances.	• Tested the effectiveness of controls relating to accuracy and occurrence of unbilled revenues.
We considered recording of unbilled revenues relating to staffing services as a key audit matter as there is a significant judgement applied by the Company to ensure that revenue is recorded based on (1) contractual terms and (2) attendance estimated for the period from the last billing date to the year-end based on prior months attendance records.	• For a sample of contracts, o tested revenue recognition by agreeing key terms used for recording revenue with terms in the signed contracts and confirmation received from customers for efforts incurred / resources deployed. o tested unbilled revenues with subsequent invoicing based on customer acceptances.
Refer Note 2.21 and 26 to the standalone financial statements.

Information Other than the 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 Boards Report, Annexures to the Boards Report, Management discussion and analysis, Business Responsibility and Sustainable Report, and Report on Corporate Governance, but does not include the standalone financial statements, consolidated financial statements and our auditors report thereon. These are expected to be made available to us after the date of the 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 during the course of our audit or otherwise appears to be materially misstated.

• When we read Boards Report, Annexures to the Boards Report, Management discussion and analysis, Business Responsibility and Sustainable Report, and Report on Corporate Governance, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 ‘The Auditors responsibilities Relating to Other Information.

Responsibilities of Management and Those Charged with Governance for the Standalone 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 standalone 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 Ind AS 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 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 statement 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, Management and 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility 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 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 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 financial controls 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 the 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 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 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 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.

Materiality is the magnitude of misstatements in the standalone financial 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 (ii) to evaluate the effect of any identified misstatements in the standalone 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 financial controls 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 the matter that was of most significance in the audit of the standalone financial statements of the current period and is therefore the key audit matter. We describe this matter in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

In accordance with the Scheme of Amalgamation referred to in Note 44 to the standalone financial statements, the comparative amounts presented have been restated to include the financial information of transferor companies which reflect total assets of Rs. 8,004.28 million as at March 31, 2023, total revenue of

Rs. 14,415.88 million, total net profit after tax of Rs. 776.93 million and total comprehensive income of Rs. 800 million for the year ended March 31, 2023. The said financial information of the transferor companies have been audited by other auditors, whose reports have been furnished to us and have been relied upon by us. We have audited the adjustments made by the management consequent to the merger of the transferor Companies with the Company to arrive at restated amounts for the year ended March 31, 2023.

Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report, that:

a) We have sought and except for the matter described in the Basis for Qualified Opinion section above, 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, except for

(a) the possible effects of the matter described in the Basis for Qualified Opinion section above,

(b) not keeping backup on a daily basis of one application maintained in electronic mode in a server physically located in India (refer Note 49.3 to the standalone financial statements) and

(c) not complying with the requirements of audit trail as stated in (i)(vi) below, 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 (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) Except for the possible effects of the matter described in the Basis for Qualified Opinion section above, in our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) The observation relating to the maintenance of accounts and other matters connected therewith, are as stated in paragraph (b) above.

g) 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 A". Our report expresses a qualified opinion on the operating effectiveness of internal financial controls with reference to standalone financial statements of the company, for the reasons stated therein.

h) 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.

i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, 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 38 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 49.1 to the standalone financial statements 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 by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note 49.2 to the standalone financial statements, 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 the audit procedures performed 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), as provided under (a) and (b) above, contain any material misstatement.

v. The interim dividends declared and paid by the Company during the year and until the date of this report are in accordance with Section 123 of the Act.

As stated in note 48 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the year ended March 31, 2024, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares, except for the instances mentioned below (Refer note 49.4 to the standalone financial statements):

• In respect of one accounting software, audit trail feature was not enabled at the table and database level to log any direct data changes.

• The Company has used two other accounting softwares, which is operated by a third-party software provider, for maintaining the books of account in respect of financial reporting and payroll processes. In the absence of coverage of audit trail requirement in the System and Organisation Controls (SOC 1) Type 2 Report, we are unable to comment whether audit trail feature of the said softwares was enabled and operated throughout the year for all relevant transactions recorded in the softwares.

Additionally, during the course of our audit, except for the instances noted above wherein we are unable to comment on the feature of audit trail, we did not come across any instance of audit trail feature being tampered with, in respect of accounting softwares for the period for which the audit trail feature was operating.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended March 31, 2024.

2. 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 B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firms Registration No. 117366W/W-100018)

Anand Subramanian

Partner

(Membership No. 110815)

(UDIN: 24110815BKFIDZ1506)

Place: Bengaluru

Date: May 09, 2024

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(g) under ‘Report on Other Legal and Regulatory Requirements of our report of even date) Report on the Internal Financial Controls with reference to 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 standalone financial statements of Quess Corp Limited ("the Company") as at March 31, 2024 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal control with reference to 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 ("the ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements of the Company 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 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 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to 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 auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our qualified audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

A companys internal financial control with reference to standalone financial statements 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 with reference to 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalone financial statements

Because of the inherent limitations of internal financial controls with reference to 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 standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified opinion

According to the information and explanations given to us and based on our audit, a material weakness has been identified in the Companys internal financial controls over financial reporting as it relates to uncertainty over Income taxes as more fully described in the basis of qualified opinion of the standalone financial statements. A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control with reference to standalone financial statements, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the possible effects of the material weakness described in Basis for Qualified Opinion paragraph above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2024, based on the internal control with reference to 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 ICAI.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone Ind AS financial statements of the Company for the year ended March 31, 2024, and the material weakness affect our opinion on the said standalone Ind AS financial statements of the Company.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firms Registration No. 117366W/W-100018)

Anand Subramanian

Partner

(Membership No. 110815)

(UDIN: 24110815BKFIDZ1506)

Place: Bengaluru

Date: May 09, 2024

ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Quess Corp Limited 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 the Companys Property, plant and equipment, Right-of-use assets and Other intangible assets: (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, plant and equipment, and relevant details of Right-of-use assets.

(B) The Company has maintained proper records showing full particulars of Other intangible assets.

(b) The Company has a program of verification of Property, plant and equipment, and Right-of-use assets so to cover all the assets in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, plant and equipment and Right-of-use assets were due for verification during the year and were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification. (c) Based on the examination of the registered sale deed provided to us, we report that, the title deed of the immovable property, (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the standalone financial statements included in Property, plant and equipment is not held in the name of the Company as at the balance sheet date. The details are as below:

Description of Property	Description: Land and building located at ICC Devi Gaurav Tech Park, Building office No.301 and 302, Third Floor, Mumbai-Pune Highway, Pimpri, Plot No. 4854, B Wing, Pune, Maharashtra - 411018
	Identification number: BP/Pimpri/Layout/46/2007 and BP/Pimpri/Layout/52/2009
Gross carrying value as at	Land: Rs. 470 million
March 31, 2024	Building: Rs. 354.40 million
	Total: Rs. 824.40 million
Held in name of	Conneqt Business Solutions Limited
	(Erstwhile wholly owned subsidiary of the Company)
Whether promoter, director or their relative or employee	No
Period held	Since November 01, 2012, the property is held by Conneqt Business Solutions Limited. Post merger, with effective date of December 1, 2023, and appointed date of April 1, 2021, the property is held by the Company.
Reason	The land and building is registered in the name of Conneqt Business Solutions Limited (erstwhile wholly owned subsidiary of the Company). Following the merger of Conneqt Business Solutions Limited with the Company, the registration process of transfer of name is in progress as on the balance sheet date. Refer to notes 3(a) and 44 of the standalone financial statements.

(d) The Company has not revalued any of its Property, plant and equipment (including Right-of-Use assets) and Other intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii. (a) The inventories were physically verified during the year by the Management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account.

(b) The Company has been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at points of time during the year, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly statements (including revised statements submitted by the Company during the course of our audit) as specified in Note 21.4 of the standalone financial statements comprising book debt statements filed by the Company with such banks are in agreement with the unaudited books of account of the Company of the respective quarters.

iii. The Company has made investments in, provided guarantees and granted unsecured loans to companies during the year, in respect of which, we report as under:

(a) The Company has provided loans and guarantee during the year, the details of which are given below:

Particulars	Loans (Rs. Million)	Guarantees (Rs. Million)
A. Aggregate amount granted/provided during the year:
Subsidiaries	234.88	200.00
B. Balance outstanding as at balance sheet date in respect of above cases:
Subsidiaries	560.18	2,797.56

(b) The investments made, guarantees provided and the terms and conditions of the grant of all the above-mentioned loans and guarantees provided, during the year are, in our opinion, prima facie, not prejudicial to the Companys interest.

(c) In respect of loans granted by the Company where the schedule of payment of interest has been stipulated, the receipt of interest has been regular as per stipulations, except for the following.

Name of the entity	Period	Amount	Due Date	Extent of delay
		(Rs. Million)		(In days)
Terrier Security	As at March 31, 2023*	24.06	Various Dates	More than 365 days
Services (India) Private Limited	Quarter ended June 30, 2023	6.69	30-Jun-23	276
	Quarter ended September 30, 2023	6.79	30-Sep-23	184
	Quarter ended December 31, 2023	6.75	31-Dec-23	92
	Quarter ended March 31, 2024	6.37	31-Mar-24	1
Billion Careers Private Limited	As at March 31, 2023*	4.45	Various Dates	More than 365 days
	Quarter ended June 30, 2023	2.43	30-Jun-23	276
	Quarter ended September 30, 2023	2.98	30-Sep-23	184
	Quarter ended December 31, 2023	3.12	31-Dec-23	92
	Quarter ended March 31, 2024	3.30	31-Mar-24	1
Stellarslog Technovation Private Limited	As at March 31, 2023*	2.30	Various Dates	More than 365 days
	Quarter ended June 30, 2023	1.58	30-Jun-23	276
	Quarter ended September 30, 2023	1.66	30-Sep-23	184
	Quarter ended December 31, 2023	0.97	31-Dec-23	92

*Interest added to principal outstanding during the current year.

In respect of loans which are repayable on demand, the Company has not demanded repayment of such loans during the year. Having regard to the fact that the repayment of principal has not been demanded by the Company, in our opinion the repayments of principal amounts are regular except where the Company has recorded an impairment of Rs. 274.19 million relating to loans considered irrecoverable during the year.

(d) In respect of following loans granted by the Company, which have been overdue for more than 90 days at the balance sheet date, as explained to us, the Management has taken reasonable steps for recovery of the interest.

Name of the party	Interest overdue (Rs. million)
Terrier Security Services (India) Private Limited	44.29
Billion Careers Private Limited	12.98
Stellarslog Technovation Private Limited	6.51

(e) During the year, interest aggregating to Rs. 60.76 million fell due from certain parties which were extended during the year/ after the balance sheet date. The details of such loans are stated below:

Name of the party	Aggregate amount of interest receivable converted into loan	Percentage of the aggregate to the total loans during
	(Rs. million)	the year
In respect of loans repayable on demand:
Terrier Security Services (India) Private Limited	26.60	1.2%
Trimax Smart Infra Projects Private limited	15.01	0.7%
Qdigi Services Limited	3.12	0.1%
Billion Careers Private Limited	11.82	0.5%
Stellarslog Technovation Private Limited	4.21	0.2%
Total	60.76

(f) The Company has granted loans which are repayable on demand, details of which are given below:

Particulars	All Parties	Related Parties
Aggregate of loans/advances in the nature of loans
- Repayable on demand (Rs. Million)	560.18	560.18

Percentage of loans/advances in the nature of loans to total loans 100.00% 100.00% The Company has not provided any security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. iv. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees 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 sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause 3(vi) of the Order is not applicable to the Company. vii. In respect of Statutory Dues: (a) (i) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Service Tax, Sales Tax, duty of Custom, duty of Excise, Value Added Tax, cess, and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authorities though there has been a delay in respect of remittance of Provident Fund and Employees State Insurance dues.

(ii) Undisputed amounts payable in respect of Provident Fund and Employees State Insurance in arrears as at March 31, 2024 for a period of more than six months from the date they became payable are as given below:

Name of Statute	Nature of the Dues	Amount (Rs. million)	Period to which amount relates	Due Date	Date of Payment	Remarks
Provident Fund Act, 1952	Provident Fund	6.07	Various dates within fiscal 2023-24	Respective due dates	Unpaid	Management explained that payments were not made as Universal Account Number was not created.
Employees State Insurance Act,1948	ESIC contribution	2.03	Various dates within fiscal 2023-24	Respective due dates	Unpaid	Management explained that payments were not made as employees insurance policy was not created.

(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024 on account of disputes are given below:

			Disputed amount (Rs. million)
Name of Statute	Nature of Dues	Period to which the Amount Relates	Amounts involved (A)	Paid under protest (B)	Amount not deposited (A-B)	Forum where dispute is pending
Finance Act, 1994	Service Tax	FY 2007-08 to 2015-16	154.02	11.55	142.47	Customs, Excise and Service Tax Appellate
		FY 2013-14 and 2014-15	3.91	0.29	3.62	Tribunal (CESTAT)
		FY 2009-10 to 2011-12	3.11	3.11	-
		FY 2011-12 to 2016-17*	443.33	33.25	410.08
Employees Provident fund and miscellaneous Provisions Act, 1952	Provident Fund	FY 2018-19	716.56	-	716.56	Central Government Industrial Tribunal
		FY 2008-09 to 2012-13	42.89	10.72	32.17	Employees Provident Fund Appellate Tribunal
		September 2015 to August 2022*	86.91	-	86.91	Regional Employee Provident Fund Organisation Commissioner, Pune-I
		14 April 2018 to 26 December 2022*	28.75	-	28.75	Employee Provident Fund Organisation Commissioner, Telangana
Goods and	GST	FY 2017-18	12.13	0.55	11.58	Commissioner (Appeals)
Service Tax Act, 2017		FY 2017-18	61.17	2.98	58.19	Additional Commissioner (Appeals)
		FY 2018-19, 2019- 20 and 2020-21	37.13	3.38	33.75	Joint Commissioner (Appeals)
		April 2017 to June 2017*	3.23	0.32	2.91	Additional Commissioner (Appeals) - Hyderabad
		July 2017 to March 2018*	0.59	0.06	0.53	Deputy Commissioner (Appeals), Begumpet- STU 1
		July 2017 to March 2018*	0.28	0.03	0.25	Assistant Commissioner of State Tax (Appeals) -Guwahati
		July 2017 to March 2018*	0.30	0.03	0.27	Deputy Commissioner (Appeals), Begumpet- STU 1
		July 2017 to March 2018*	0.33	0.03	0.30	Deputy Commissioner (Appeals), Noida -Sector 9
		April 2018 to March 2019*	10.29	-	10.29	Assistant Commissioner, Directorate of West Bengal
Income-tax Act, 1961	Income Tax	FY 2017-18	278.60	-	278.60	Income Tax Appellate
		FY 2018-19	1,412.27	282.45	1,129.82	Tribunal
		FY 2019-20*	59.17	-	59.17	Commissioner of Income tax (Appeals)
		FY 2020-21*	125.18	-	125.18
		FY 2021-22*	70.32	-	70.32
		FY 2021-22**	10.21	-	10.21

FY represents financial year.

* Orders are received in the name of Conneqt Business Solutions Limited (the erstwhile wholly owned subsidiary of the Company), which are reported under clause vii(b) pursuant to the merger with the Company. Refer note 44 of the standalone financial statements.

** An order is received in the name of MFX Infotech Private Limited (the erstwhile wholly owned subsidiary of the Company), which is reported under clause vii(b) pursuant to the merger with the Company. Refer note 44 of the standalone financial statements.

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

ix. (a) In our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

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

(c) To the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained.

(d) On an overall examination of the standalone 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 standalone 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 subsidiaries, associate or joint venture.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries or joint venture or associate companies.

x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.

(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 to the Company.

xi. (a) As represented to us by the Management, 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 up to the date of this report.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year and provided to us, when performing our audit. xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable.

xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all 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.

xiv. (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered the internal audit reports for the year under audit, issued to the Company during the year till date, in determining nature, timing and extent of our audit procedures.

xv. 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 Company.

xvi. (a) 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 not applicable.

(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.

xvii. Considering the standalone financial statements of the Company as presented, and the matter of audit qualification as reported by us in Basis for Qualified Opinion section of our Audit Report, the effect of which, we have been unable to determine, we are unable to state if the Company has incurred cash losses during the financial year covered by our audit. There were no cash losses in the immediately preceding financial year.

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

xix. 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 that this is not 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. xx. (a) The Company does not have ‘other than ongoing projects and hence reporting under clause 3(xx)(a) is not applicable for the year.

(b) In respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount, to a Special account within a period of 30 days from the end of the financial year in compliance with the provision of section 135(6) of the Act for the current financial year and the previous financial year.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firms Registration No. 117366W/W-100018)

Anand Subramanian

Partner

(Membership No. 110815)

(UDIN: 24110815BKFIDZ1506)

Place: Bengaluru

Date: May 09, 2024