Independent Auditors Report on Restated Financial Information of Rays of Belief Limited
To,
The Board of Directors, Rays of Belief Limited
(Formerly known as Rays of Belief Private Limited)
J-1919, Basement, Chittranjan Park,
New Delhi, India, 110019
1. We, Suri and Sudhir, Chartered Accountants (Firm Registration No.: 000601N), have examined the attached Restated Consolidated Financial Information of Rays of Belief Limited (formerly Rays of Belief Private Limited ), bearing Corporate Identification Number (CIN) U85110DL2017PLC322623, hereinafter referred to as the Company. The scope of our examination covers the Restated Consolidated Financial Information comprising the Restated Statement of Assets and Liabilities as at September 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023; the Restated Statement of Profit and Loss, the Restated Statement of Cash Flow, and the Restated Statement of Changes in Equity for the six-month period ended September 30, 2025, and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023; and the summary of significant accounting policies and other explanatory notes (collectively referred to as the Restated Consolidated Financial Information ) annexed to this report and initialed by us for identification purposes. These Restated Consolidated Financial Information have been prepared by the management of the Company and approved by the Board of Directors at their meeting in connection with the proposed Initial Public Offering ( IPO ) of the Company.
2. These Restated Consolidated Financial Information have been prepared in accordance with the requirements of: (i) Section 26 of the Companies Act, 2013 ( the Act ), read with the Companies (Prospectus and Allotment of Securities) Rules, 2014; (ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( ICDR Regulations ), including any amendments and clarifications issued by the Securities and Exchange Board of India ( SEBI ) from time to time; and (iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ( ICAI ) ( the Guidance Note ).
Managements Responsibility
3. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus (Offer Document) to be filed with SEBI, the relevant stock exchanges, and the Registrar of Companies, in connection with the proposed IPO.
4. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in the annexed notes. The responsibility of the Board of Directors includes designing, implementing, and maintaining adequate internal controls relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors is also responsible for identifying and ensuring that the Company complies with the Act, the ICDR Regulations, and the Guidance Note. This responsibility includes compliance with the accounting standards specified under Section 133 of the Act and the prudent selection and application of appropriate accounting policies, including those related to consolidation in accordance with Ind AS 110, Consolidated Financial Statements , and recognition of business combinations under Ind AS 103, Business Combinations .
Auditors Responsibilities
5. Our responsibility is to express an opinion on the Restated Consolidated Financial Information based on our examination. We have conducted our examination in accordance with the Guidance Note, and we have examined the Restated Consolidated Financial Information taking into consideration: (i) the terms of our engagement letter requesting us to carry out this work in connection with the proposed IPO; (ii) the Guidance Note on Reports in Company Prospectuses (Revised 2019), which requires that we comply with the ethical requirements of the ICAIs Code of Ethics; (iii) the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and (iv) the requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to compliance with the Act, the ICDR Regulations, and the Guidance Note in connection with the IPO.
6. The Restated Consolidated Financial Information have been compiled by the management from the Companys audited financial statements. The audited financial statements for the years up to and including the year ended March 31, 2024 were prepared in accordance with the accounting standards notified under Section 133 of the Act, read with relevant rules (referred to as Previous GAAP ). The Company prepared its first financial statements in accordance with Indian Accounting Standards (Ind AS) for the year ended March 31, 2025, with a transition date of April 1, 2023. In April 2025, the Company acquired a foreign subsidiary, which has been consolidated from the acquisition date; accordingly, the Company prepared special purpose consolidated financial statements for the six-month interim period ended September 30, 2025 for the purpose of this restatement. The Restated Consolidated Financial Information reflect the material adjustments arising from the transition to Ind AS (as detailed in Note 28), as well as adjustments to give effect to the business combination (acquisition of subsidiary) as described in Note 2.
7. Based on our examination, and according to the information and explanations given to us, we are of the opinion that the Restated Consolidated Financial Information of Rays of Belief Limited: (a) have been prepared after making material adjustments, regroupings, and reclassifications to the previously issued financial statements to give effect to the acquisition of the subsidiary (consolidation) and to reflect the adoption of Ind AS, in order to comply with the presentation requirements of the applicable regulatory framework; (b) do not require any adjustment for modifications in the underlying audit reports, as there were no such modifications in the respective audit reports; and (c) have been prepared in all material respects in accordance with the provisions of the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, and the Guidance Note.
8. We have also examined the attached Restated Statement of Assets and Liabilities as at September 30, 2025 , March 31, 2025, March 31, 2024, and March 31, 2023 (Annexure I); the Restated Statement of Profit and Loss (Annexure II); the Restated Statement of Cash Flow (Annexure III); and the Restated Statement of Changes in Equity (Annexure IV) for the six-month period ended September 30, 2025 , and for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023. These statements have been prepared by the Companys management and have been arrived at after making such adjustments and regroupings to the audited financial statements as, in our opinion, were appropriate, and are more fully described in the notes to the Restated Consolidated Financial Information.
9. The Restated Consolidated Financial Information includes the following annexures, which are proposed to be included in the Offer Document: a. Annexure I: Restated Statement of Assets and Liabilities (as at September 30, 2025; March 31, 2025; March 31, 2024; and March 31, 2023) b. Annexure II: Restated Statement of Profit and Loss c. Annexure III: Restated Statement of Cash Flow d. Annexure IV: Restated Statement of Changes in Equity e. Annexure V: Notes to the Restated Financial Information, comprising Note 1 to Note 52
10. Key Audit Matters
Key Audit Matter
First-time adoption of Ind AS
Refer Note 28 The Company adopted Ind AS for the first time with effect from April 1, 2024 (transition date April 1, 2023). This process involved significant adjustments and restatements from Previous GAAP, including preparation of Ind AS opening balance sheets and reconciliations of equity and total comprehensive income.
Recognition of Significant Deferred Tax Asset (DTA)
Refer Note 6 The Company recognized a net deferred tax asset of 63.08 million as at March 31, 2025, arising mainly from carried forward losses and unabsorbed depreciation. The recognition of this DTA involved significant management judgment regarding the probability of sufficient future taxable profits to utilize these losses.
Acquisition of Subsidiary and Recognition of Provisional Goodwill
Refer Note 2 The Company acquired a subsidiary during the six-month period ended September 30, 2025. The acquired subsidiary had an accumulated deficit position as on the acquisition date, resulting in the recognition of goodwill upon consolidation based on the purchase consideration paid. As part of the purchase consideration, the Company agreed to provide additional consideration in the form of stock options amounting to USD 0.90 million (comprising approximately USD 0.165 million in time-linked options representing ~0.41% equity, and USD 0.735 million in performance-linked options subject to EBITDA targets over three years). As of the reporting date, these stock options have not yet been granted.
The accounting for this business combination particularly the determination of provisional goodwill and the assessment and measurement of the contingent
How the matter was addressed in the audit
We assessed managements process for Ind AS adoption, examined reconciliations, tested material adjustments, evaluated accounting policies for compliance with Ind AS, and checked the accuracy of transition adjustments.
We evaluated managements financial projections and the underlying assumptions for future taxable income; tested the consistency of these assumptions with historical performance and available external data; reviewed the workings supporting the deferred tax asset computation; considered the reasonableness of taxable profits are expected and reviewed compliance with Ind AS 12 (Income Taxes) in the recognition of the DTA.
We reviewed the share purchase agreement and related documentation to understand the terms of the acquisition and examined managements provisional purchase price allocation, including the recognition of goodwill arising from the acquisition of a subsidiary with net liabilities. As the stock option-based contingent consideration has not yet been granted, no independent valuation has been obtained to date. Management has represented that the fair value assessment of such contingent consideration, and any resulting adjustments to goodwill, will be finalized within the measurement period prescribed under Ind AS 103. Based on the information provided, we verified that the current accounting treatment and related disclosures in the Restated Consolidated Financial Information reflect the provisional nature of the transaction.
stock option consideration involved significant management judgement and estimation given the provisional fair value assessments required under Ind AS 103. The Company will finalise the valuation of the identifiable assets acquired and liabilities assumed, and accordingly finalise the purchase price allocation, within the measurement period/timeline prescribed under Ind AS 103.
Our opinion is not modified in respect of the above matters.
11. This report should not be construed as a re-issuance or re-dating of any of the previous audit reports issued by us or by any other auditors, nor should it be construed as a new opinion on any of the financial statements that were previously audited and reported upon. We have not performed any audit procedures subsequent to the dates of the original reports on the respective financial statements.
12. We have no responsibility to update our report for events and circumstances occurring after the date of this report.
13. Our report is intended solely for the use of the Board of Directors of the Company for inclusion in the Offer Document to be submitted to SEBI, the stock exchanges, and the Registrar of Companies in connection with the proposed IPO. This report should not be used, referred to, or distributed for any other purpose without our prior written consent. We do not accept or assume any liability or duty of care to any other person or party who may read or use this report, or to whom this report may otherwise come, and we expressly disclaim any such liability.
Yours faithfully,
For and on behalf of
Suri & Sudhir,
Chartered Accountants
Firm Registration Number: 000601N
CA Anuj Arora
Partner
Membership No.: 504815
UDIN: 26504815DOTZBN2483
Place: Gurugram Date: January 24, 2026
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