Quest Softech India Auditors Report


To the Members of
Quest Softech (India) Limited
Report on the Financial Statements
Opinion

We have audited the accompanying financial statements of Quest Softech (India) Limited ("the
Company"), which comprise the Balance Sheet as at 31st March 2023, 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 financial statements, including a
summary of 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 standalone financial statements give the information required by the Companies Act,
2013 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 31st March, 2023,
and its Loss, total comprehensive income, its cash flows and changes in equity for the year ended
on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditors Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note No. 15 to the Financial Statements of FY 2021-22, the Managements
internal assessment of recoverability of advances and based on the same, the company has
reversed the amount provided for impairment loss allowances of Rs. 311.84 Lacs in respect of
advances which were due and not received but recoverable in near future.

Our opinion is not modified in respect of this matter.

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. There are no key audit matters to be
disclosed.

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 Annual report, but does not include the standalone Ind
AS financial statements and our auditors report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to

read the other information and, in doing so, consider whether such other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. 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.

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
Companies Act, 2013 ("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 the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. 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.

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

Auditors Responsibilities for the Audit of 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 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. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of 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 the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the
Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in
the "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, the Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian
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 31st March,
2023 taken on record by the Board of Directors, none of the directors are disqualified as
on 31st March, 2023 from being appointed as a director in terms of Section 164 (2) of
the Act.

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

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has
been paid / provided by the Company to its directors in accordance with the provisions

of section 197 read with Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditors Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to
the best of our information and according to the explanations given to us:

i. The Company did not have any pending litigations, which have impact on its
financial position in its financial statements except Income Tax appeal is pending
for the AY 2012-13 and outcome of appeal is awaited (Refer Note 24).

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

iii. There were no amounts 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 Notes 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 person or entity, including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and
belief, as disclosed in Notes the Standalone financial statement, no funds
have been received by the Company from any persons or entities, including
foreign entities ("Funding Parties"), with the understanding, whether recorded
in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that 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 (a) and (b)
contain any material misstatement.

v. The dividend has not been declared or paid during the year by the Company.

For BANSI KHANDELWAL & CO.

Chartered Accountants
Firm Registration No. 145850W

Bansi V Khandelwal
Proprietor
Membership Number 138205
UDIN: 23138205BGRSXB7069
Date: 05 May 2023
Place: Vadodara

Annexure A to 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)

i. In respect of its Property, plant & Equipment:

a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant & Equipment on the basis of
available information;

(B) The company has maintained proper records showing full particulars of intangible
assets;

b) As explained to us, all the property, plant & equipment 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) The Company does not hold any immovable properties in its name;

d) According to the information and explanations given to us the Company has not revalued
its Property, Plant and Equipment (including Right of use assets) or intangible assets
during the year;

e) There are no proceedings initiated and 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. As the Company does not have inventories and hence this clause is not applicable:

iii. In respect of loans and advances, guarantee or security provided:

(a) In our opinion and according to the information and explanations given to us, the
company has provided loans during the year and the outstanding balance of loans as at
March 31,2023 are given below :

Particulars

Loan (in Lacs )

A. Aggregate amount granted / provided during the year

- Subsidiaries

-

- Joint Ventures

-

- Others

-

B. Balance outstanding as at balance sheet date in respect of
above cases

- Subsidiaries

-

- Joint Ventures

-

- Others

361.84

The Company has not provided any guarantee or security to any other entity during the
year.

b) The investments made, guarantees provided, security given and the terms and conditions
of the grant of all loans and advances in the nature of loans and guarantees provided
during the year are not prejudicial to the companys interest;

c) in respect of loans granted or advances in the nature of loans provided by the Company,
the schedule of repayment of principal and payment of interest which are payable on
demand. During the year, the Company has not demanded such loan. Having regard to
the fact that the repayment of principal or payment of interest has not been demanded
by the Company, in our opinion the repayments of principal amounts are regular.

d) According to information and explanations given to us and based on the audit procedures
performed, in respect of loans granted and advances in the nature of loans provided by
the Company, there is no overdue amount remaining outstanding as at the balance
sheet date.

e) No loan or advance in the nature of loan granted 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 granted loans which are repayable on demand or without specifying
any terms or period of repayment details of which are given below:

Particulars

All Parties-
Including Related
Party (in Lacs )
Promoters
(in Lacs )
Related
Parties
(in Lacs )

Aggregate of loans

- Repayable on demand (A)

Nil Nil Nil

- Agreement does not specify any
terms or period (B)

361.84 Nil Nil

Total (A+B)

361.84 Nil Nil

Percentage of loans to the total loans

100% 0% 0%

iv. in our opinion and according to the information and explanations given to us, the Company
has complied with the provisions of section 185 and 186 of the Act, with respect to the loans
granted, investments made and guarantees and securities provided.

v. The Company has not accepted any public deposits within the meaning of Section 73 to 76
of the Act and rules framed there-under. We are informed that no order has been passed
by the Company Law Board or Reserve Bank of india or any Court or any other Tribunal.
Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

vi. The Central Government has not prescribed maintenance of cost records under clause (d) of
sub-section (1) of Section 148 of the Act, in respect of the business activities carried out by
the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

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

(a) in our opinion and according to the information and explanations given to us, the
Company has generally been regular in depositing applicable undisputed statutory dues,
including provident fund, employees state insurance, income tax, sales tax, wealth tax,
service tax, custom duty, duty of excise, value added tax, cess, goods and service tax
and any other statutory dues to the appropriate authorities during the year.

(b) According to the information and explanations given to us by the Company, there are
no dues of sales tax or wealth tax or service tax or duty of customs or duty of excise or
value added tax or goods service tax which have not been deposited on account of any
dispute EXCEPT income tax have not been deposited by the Company on account of
disputes.

Name of
the statute

Nature of
dues
Total

Outstanding
Demand
(Rs in Lacs )

Period to which
the amount
relates
Forum where
dispute is
pending

Income tax

Disallowance 35.35 AY 2012-13 CIT (Appeals)

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

ix. (a) Based on our audit procedures and as per the information and explanations given to us, 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 declared willful defaulter by any bank or financial institution or
government or any government authority.

(c) The Company has not taken any term loan during the year and there are no unutilized
term loans at the beginning of the year and hence, reporting under clause (ix)(c) of the
Order is not applicable.

(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) The company has not taken any funds from any entity or person on account of or to meet
the obligations of its subsidiaries.

(f) The company has not raised loans during the year on the pledge of securities held in its
subsidiaries.

x. (a) The Company did not raise any money by way of initial public offer or further public offer

(including debt instruments) and term loans during the year. Accordingly, paragraph 3 (x)
of the Order is not applicable.

(b) The Company has not made any preferential allotment or private placement of shares
or convertible debentures (fully, partially or optionally convertible) during the year.

xi. (a) To the best of our knowledge, no material fraud by the Company or on the Company has

been noticed or reported during the course of our audit.

(b) To the best of our knowledge, 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) As represented to us by the Management, there were no whistle blower complaints
received by the Company during the year and up to the date of this report.

xii. The Company is not a nidhi company. Accordingly, paragraph 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, where applicable, for all transactions with the related parties and the details of related
party transactions have been disclosed in the financial statements etc. as required by the
applicable accounting standards.

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

(b) We have considered the internal audit reports issued to the Company during the year
and covering the period up to March 2023.

xv. in our opinion during the year the Company has not entered into non-cash transactions
with any of its directors or directors of its holding company, subsidiary company or persons
connected with such directors and hence provisions of Section 192 of the Companies Act,
2013 are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of
India Act 1934.

xvii. The company has incurred cash losses in the financial year covered by our audit and in the
immediately preceding financial year. The respective figure for the same is Rs. (34.46) Lacs
and Rs. (8.29) Lacs .

xviii. There has not been any resignation of the statutory auditors during the year. Accordingly, the
requirement of clause 3(xviii) are not applicable.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial
assets and payment of financial liabilities, other information accompanying the financial
statements, our knowledge of the Board of Directors and management plans and based
on our examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material uncertainty exists as on the date of
the audit report 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. in our opinion and according to the information and explanations given to us, there is no
unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 pursuant
to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

xxi. According to the information and explanations given to us, and based on the CARO report
issued by and the information provided by the auditors of the companies included in the
consolidated financial statements of the Company we report that there have been no
qualifications or adverse remarks by the respective auditors in the Companies (Auditors
Report) Order (CARO) reports of the companies included in the consolidated financial
statements.

For BANSI KHANDELWAL & CO.

Chartered Accountants
Firm Registration No. 145850W

Bansi V Khandelwal
Proprietor
Membership Number 138205
UDIN: 23138205BGRSXB7069

Date: 05 May 2023

Place: Vadodara

Annexure - B to the Auditors Report

To the Members of

Quest Softech (India) Limited

Report on the Internal Financial Controls under Clause (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 Quest Softech (India)
Limited
("the Company") as of 31 March 2023 in conjunction with our audit of the standalone
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 (‘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 (the "Guidance Note") and
the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of
the Companies 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 auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud
or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A
companys internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorisations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including
the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future periods are subject to the risk that the
internal financial control over financial reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31 March 2023, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For BANSI KHANDELWAL & CO.

Chartered Accountants
Firm Registration No. 145850W

Bansi V Khandelwal
Proprietor
Membership Number 138205
UDIN: 23138205BGRSXB7069

Date: 05 May 2023

Place: Vadodara

QUEST SOFTECH (INDIA) LIMITED
CIN NO. L72200 M H2000PLC125359