Rubicon Research Ltd Auditor Reports

To The Members of Rubicon Research Limited (Formerly known as Rubicon
Research Private Limited)

Report on the Audit of the Consolidated Financial Statements
Opinion

We have audited the accompanying consolidated financial statements of Rubicon
Research Limited (the "Parent") and its subsidiaries, (the Parent and its subsidiaries
together referred to as "the Group"), which comprise the Consolidated Balance Sheet
as at 31 March 2025, and the Consolidated Statement of Profit and Loss including
Other Comprehensive Income, the Consolidated Statement of Cash Flows and the
Consolidated 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, and based on the consideration of reports of the other auditors on separate
financial statements of the subsidiaries referred to in the Other Matter section below,
the aforesaid consolidated 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
consolidated state of affairs of the Group as at 31 March 2025, and their consolidated
profit, their consolidated total comprehensive income, their consolidated cash flows and
their consolidated changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the
Standards on Auditing ("SA"s) 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 Consolidated Financial Statements section of our
report. We are independent of the Group 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 consolidated 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 and the audit
evidence obtained by the other auditors in terms of their reports referred to in the
Other Matter section below, is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.

Information Other than the Financial Statements and Auditors Report Thereon

• The Parents Board of Directors is responsible for the other information. The other
information comprises the information included in the Directors report, but does not
include the consolidated financial statements, standalone financial statements and
our auditors report thereon

• Our opinion on the consolidated 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 consolidated financial statements, our
responsibility is to read the other information, compare with the financial statements
of the subsidiaries audited by the other auditors, to the extent it relates to these
entities and, in doing so, place reliance on the work of the other auditors and
consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated. Other information so far as it
relates to the subsidiaries, is traced from their financial statements audited by the
other auditors.

• 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 Board of Directors for the Consolidated
Financial Statements

The Parents Board of Directors is responsible for the matters stated in section 134(5) of
the Act with respect to the preparation of these consolidated financial statements that
give a true and fair view of the consolidated financial position, consolidated financial
performance including other comprehensive income, consolidated cash flows and
consolidated changes in equity of the Group in accordance with the accounting principles
generally accepted in India including Ind AS specified under section 133 of the Act. The
respective Board of Directors of the companies included in the Group are responsible for
maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Group 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, which have been used for the purpose of preparation of the consolidated
financial statements by the Directors of the Parent, as aforesaid.

In preparing the consolidated financial statements, the respective Management and
Board of Directors of the companies included in the Group are responsible for assessing
the ability of the respective entities to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the respective Board of Directors either intend to liquidate their
respective entities or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are also
responsible for overseeing the financial reporting process of the Group.

Auditors Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated
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 consolidated 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 consolidated 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 Parent has adequate internal financial controls with reference to consolidated
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 ability of the Group 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 consolidated 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 Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the
audit of the financial statements of such entities included in the consolidated financial
statements of which we are the independent auditors. For the entities included in the
consolidated financial statements, which have been audited by the other auditors,
such other auditors remain responsible for the direction, supervision and

performance of the audits carried out by them. We remain solely responsible for our
audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the consolidated financial statements may be
influenced. We consider quantitative materiality and qualitative factors (i) in 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 consolidated financial statements.

We communicate with those charged with governance of the Parent and such other
entities included in the consolidated financial statements of which we are the
independent auditors 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.

Other Matter

We did not audit the financial statements of ten subsidiaries whose financial statements
reflect total assets of Rs. 29,454.75 lakhs as at 31 March 2025, total revenues of Rs.
9,632.12 lakhs and net cash inflows amounting to Rs. 517.52 lakhs for the year ended
on that date, as considered in the consolidated financial statements. These financial
statements have been audited by other auditors whose reports have been furnished to
us by the Management and our opinion on the consolidated financial statements, in so
far as it relates to the amounts and disclosures included in respect of these subsidiaries,
and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates
to the aforesaid subsidiaries is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements above and our report on Other
Legal and Regulatory Requirements below, is not modified in respect of the above matter
with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the
consideration of the reports of the other auditors on the separate financial
statements of the subsidiaries referred to in the Other Matter section above we
report, to the extent applicable 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 of
the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to
preparation of the aforesaid consolidated financial statements have been kept by
the Group so far as it appears from our examination of those books and the
reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss
including Other Comprehensive Income, the Consolidated Statement of Cash
Flows and the Consolidated Statement of Changes in Equity dealt with by this
Report are in agreement with the relevant books of account maintained for the
purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated 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 of the
Parent taken on record by the Board of Directors of the Company and the reports
of the statutory auditors of its subsidiary companies incorporated in India, none
of the directors of the Group companies incorporated in India is disqualified as
on 31 March 2025 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 with reference to
consolidated financial statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure A" which is based on the
auditors reports of the Parent and subsidiary companies incorporated in India.
Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of internal financial controls with reference to consolidated financial
statements of those companies.

g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of section 197(16) of the Act, as amended,

in our opinion and to the best of our information and according to the
explanations given to us and based on the auditors reports of subsidiary
companies incorporated in India, the remuneration paid by the Parent to their
directors during the year is in accordance with the provisions of section 197 of
the Act.

h) With respect to the other matters to be included in the 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 consolidated financial statements disclose the impact of pending
litigations on the consolidated financial position of the Group (Refer note 30
to the consolidated financial statement).

ii) The Group did not have any material foreseeable losses on long-term
contracts including derivative contracts.

iii) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Parent and its subsidiary companies
incorporated in India.

iv) (a) The respective Managements of the Parent and its subsidiaries, which

are companies incorporated in India, whose financial statements have
been audited under the Act have represented to us and to the other

auditors of such subsidiaries respectively that, to the best of their
knowledge and belief, as disclosed in the note 49 to the consolidated
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 Parent or any of such subsidiaries to or
in any other person(s) or entity(ies), 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 Parent or any of such subsidiaries ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(b) The respective Managements of the Parent and its subsidiaries, which
are companies incorporated in India, whose financial statements have
been audited under the Act, have represented to us and to the other
auditors of such subsidiaries respectively that, to the best of their
knowledge and belief, as disclosed in the note 49 to the consolidated
financial statements, no funds have been received by the Parent or any
of such subsidiaries from any person(s) or entity(ies), including foreign
entities ("Funding Parties"), with the understanding, whether recorded
in writing or otherwise, that the Parent or any of such subsidiaries 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 performed by us and
that performed by the auditors of the subsidiaries, which are companies
incorporated in India, whose financial statements have been audited
under the Act, nothing has come to our or other auditors notice that
has caused us or the other auditors 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 final dividend proposed in the previous year, declared and paid by the
Parent during the year is in accordance with section 123 of the Act, as
applicable.

As stated in note 52 to the consolidated financial statements, the Board of
Directors of the Parent have proposed final dividend for the year which is
subject to the approval of the members of the parent 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 and based on the other
auditors reports of its two subsidiary companies incorporated in India whose
financial statements have been audited under the Act, the Parent Company
and its subsidiary companies incorporated in India have used accounting
software systems for maintaining their respective books of account for the
year ended 31 March 2025.

In respect of the Parent Company, the accounting software system has a
feature of recording audit trail (edit log) facility and the audit trail facility has

ft

operated throughout the year for all relevant transactions recorded in the
software. Further, during the course of audit, we did not come across any
instance of the audit trail feature being tampered with, in respect of
accounting software for which the audit trail feature was operating.
Additionally, the audit trail has been preserved by the Parent as per the
statutory requirements for record retention.

In respect of the two subsidiary companies, based on the other auditors
reports, the accounting software system used by the subsidiaries for
maintaining its books of account for the year ended 31 March 2025 did not
have a feature of recording audit trail (edit log) facility. Further, since audit
trail feature was not enabled for these two subsidiary during the previous
period ended 31 March 2024, the reporting under Rule 11 (g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail for
the aforesaid subsidiaries as per the statutory requirements for record
retention is not applicable.

2. With respect to the matters specified in clause (xxi) of paragraph 3 and paragraph 4
of the Companies (Auditors Report) Order, 2020 ("CARO"/ "the Order") issued by the
Central Government in terms of Section 143(11) of the Act, according to the
information and explanations given to us, and based on the CARO reports issued by
us and the auditors of respective companies included in the consolidated financial
statements to which reporting under CARO is applicable, as provided to us by the
Management of the Parent Company, we report that there are no qualifications or
adverse remarks by the respective auditors in the CARO reports of the said
companies included in the consolidated financial statements.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory
Requirements section of our report of even date)

Report on the Internal Financial Controls with reference to consolidated
financial statements under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (the "Act")

In conjunction with our audit of the consolidated Ind AS financial statements of the
Company as at and for the year ended 31 March 2025, we have audited the internal
financial controls with reference to consolidated financial statements of Rubicon Research
Limited (hereinafter referred to as the "Parent") and its subsidiary companies, which are
companies incorporated in India, as of that date.

Managements and Board of Directors Responsibilities for Internal Financial
Controls

The respective Companys management and Board of Directors of the Parent and its
subsidiary companies, which are companies incorporated in India, are responsible for
establishing and maintaining internal financial controls with reference to consolidated
financial statements based on the internal control with reference to consolidated financial
statements criteria established by the respective Companies 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 the respective
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 internal financial controls with
reference to consolidated financial statements of the Parent and its subsidiary
companies, which are companies incorporated in India, 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 Institute of
Chartered Accountants of India 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 consolidated 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 consolidated 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 consolidated financial statements and
their operating effectiveness. Our audit of internal financial controls with reference to
consolidated financial statements included obtaining an understanding of internal
financial controls with reference to consolidated 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 and the audit evidence obtained by
the other auditors of the subsidiary companies, which are companies incorporated in
India, in terms of their reports referred to in the Other Matter paragraph below, is
sufficient and appropriate to provide a basis for our audit opinion on the internal
financial controls with reference to consolidated financial statements of the Parent and
its subsidiary companies, which are companies Incorporated in India.

Meaning of Internal financial controls with reference to consolidated financial
statements

A companys internal financial control with reference to consolidated 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 consolidated 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
consolidated financial statements

Because of the inherent limitations of internal financial controls with reference to
consolidated 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 consolidated financial statements to future periods are subject
to the risk that the internal financial control with reference to consolidated financial
statements 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 to the best of our information and according to the explanations given to
us and based on the consideration of the reports of the other auditors referred to in the
Other Matter paragraph below, the Parent and its subsidiary companies, which are
companies incorporated in India, have, in all material respects, an adequate internal
financial controls with reference to consolidated financial statements and such internal
financial controls with reference to consolidated financial statements were operating
effectively as at 31 March 2025, based on the internal financial control with reference to
consolidated financial statements criteria established by the respective companies
considering the essential components of internal control stated in the Guidance Note.

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating
effectiveness of the internal financial controls with reference to consolidated financial
statements insofar as it relates to two subsidiary companies, which are companies
incorporated in India, is based solely on the corresponding reports of the auditors of
such companies incorporated in India.

Our opinion is not modified in respect of the above matter.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

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

 

Manoj H. Dama

Partner

(Membership No. 107723)

UDIN: 25107723BMKZJN5891

Thane, dated: 30 July 2025