Sancode Technologies Ltd Auditor Reports

To the Members of
Sancode Technologies Limited

Report on the Audit of the Standalone Financial Statements
Opinion

We have audited the accompanying standalone financial statements of Sancode Technologies
Limited ("the Company"), which comprise the standalone Balance Sheet as at March 31, 2026,
the standalone Statement of Profit and Loss and the standalone 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.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013, as
amended ("the Act") in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2026; and its profit and cash flows for the year ended on that date.

Basis for opinion

We have conducted our audit in accordance with the Standards on Auditing ("SAs") specified
under section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditors Responsibilities 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 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
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 audit opinion on the standalone financial
statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the standalone financial statements of the current period. We have determined that
there are no key audit matters to communicate in our report.

Other Information

The Companys 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 financial
statements and our auditors report thereon.

- Our opinion on the standalone 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 financial statements, our responsibility is to read
the other information, and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained during the course of our
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.

Managements Responsibility 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 and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014.

This responsibility also includes the maintenance of adequate accounting records in accordance
with the provision of the Act for safeguarding of the assets of the Company and for preventing and
detecting the 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 control, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial statements 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, the management 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 management either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The 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 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 control 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 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 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 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.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current
period and are therefore the key audit matters. We describe these matters 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.

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 the paragraph 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 purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books.

c) The standalone balance sheet, the standalone statement of profit and loss and the
standalone statement of cash flows 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
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors as on 31 March,
2026, taken on record by the Board of Directors, none of the directors is disqualified
as on 31 March, 2026, 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".

g) With respect to the other matters to be included in 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 explanations given to us:

i. The Company does not have any pending litigations which would impact its
financial position;

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 which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. The management has represented that, to the best of its knowledge and belief,
other than as disclosed in the notes to the accounts, 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(s) or
entity(ies), 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.

v. The management has represented, that, to the best of its knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been received
by the company from any person(s) or entity(ies), 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

vi. Based on audit procedures which we 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 (iv) and (v) contain any material mis-
statement.

vii. The company has not declared or paid any dividend during the year in
contravention of the provisions of section 123 of the Companies Act, 2013.

h) Based on our examination which included test checks, the Company has used
accounting softwares for maintaining its books of account, 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 respective softwares.

Further, we did not come across any instance of the audit trail feature being tampered
with. Additionally, where audit trail (edit log) facility was enabled and operated in the
previous years, the audit trail has been preserved by the Company as per the statutory
requirements for record retention.

For R T Jain & Co. LLP

Chartered Accountants FRN :
103961W / W100182

(CA Bankim Jain)

Partner

Mem No.: 139447

UDIN: 26139447JKXYUP1625

Mumbai, May 30 2026

Annexure A to the Independent Auditors Report

Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory
Requirements" of our report of even date on the accounts of the company for the year ended
31st March, 2026.

On the basis of such checks as we considered appropriate and according to the information and
explanation given to us during the course of our audit, we report that:

i. (a) (i) The Company has maintained proper records showing full particulars,

including quantitative details and situation of Property, plant and equipment.

(ii) The Company has maintained proper records showing full particulars of Intangible
Assets.

(b) Property, Plant and Equipment have been physically verified by the management
during the year and no material discrepancies were identified on such verification.

(c) There is no immovable property (other than properties where the Company is the
lessee and the lease agreements are duly executed in favour of the lessee), held by the
Company and accordingly, the requirement to report on clause 3(i)(c) of the Order is not
applicable to the Company.

(d) The Company has not revalued its property, plant and equipment or intangible assets or
both during the year.

(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there are no proceedings initiated or pending
against the Company for holding any benami property under the Prohibition of Benami
Property Transactions Act, 1988 and rules made thereunder.

ii. (a) The Companys business does not require maintenance of inventories and, accordingly,
the requirement to report on clause 3(ii)(a) of the Order is not applicable to the Company.

(b) The Company has not been sanctioned working capital limits in excess of Rs. five
crores in aggregate from banks or financial institutions during any point of time of the year
on the basis of security of current assets. Accordingly, the requirement to report on clause
3(ii)(b) of the Order is not applicable to the Company.

iii. (a) During the year the Company has provided loans, advances in the nature of loans,
stood guarantee and provided security to companies as follows:

	Guarantees	Security	Loans	Advance in Nature of Loans
Aggregate Amount Granted/Provided during the Year -Subsidiaries			50,00,000/-
Balance Outstanding as at Balance sheet date in respect of above cases - Subsidiaries.	-	-	2,48,79,963/-	-

(b) During the year 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,
investments and guarantees to companies, firms, Limited Liability Partnerships or any
other parties are not prejudicial to the Companys interest.

(c) In respect of a loan and / or advance in the nature of loan granted to companies, firms,
Limited Liability Partnerships or any other parties, the schedule of repayment of principal
and payment of interest has not been stipulated in the agreement. Hence, we are unable to
make a specific comment on the regularity of repayment of principal and payment of
interest in respect of such loan.

(d) There are no amounts of loans and advances in the nature of loans granted to
companies, firms, limited liability partnerships or any other parties which are overdue for
more than ninety days.

(e) There were no loans or advance in the nature of loan granted to companies, firms,
Limited Liability Partnerships or any other parties which had fallen due during the year.

(f) As disclosed in note 24(3) to the financial statements, the Company has granted loans
or advances in the nature of loans, either repayable on demand or without specifying any
terms or period of repayment to companies. Of these following are the details of the
aggregate amount of loans or advances in the nature of loans granted to promoters or
related parties as defined in clause (76) of section 2 of the Companies Act, 2013:

	All Parties	Promoters	Related Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand	-	-	50,00,000/-
Percentage of loans/ advances in nature of loans to the total loans			100%

iv. There are no loans, investments, guarantees, and security in respect of which provisions of
sections 185 and 186 of the Companies Act, 2013 are applicable and accordingly, the
requirement to report on clause 3(iv) of the Order is not applicable to the Company.

v. The Company has neither accepted any deposits from the public nor accepted any amounts
which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies
Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement
to report on clause 3(v) of the Order is not applicable to the Company.

vi. According to the information and explanations given to us and on the basis of examination
of records, the company is having turnover below threshold for the purpose of

applicability of cost records as per Companies Act and hence, the provisions stated in
paragraph 3 (vi) of the order are not applicable to the Company.

vii. (a) The Company is regular in depositing with appropriate authorities undisputed statutory
dues including goods and services tax, provident fund, employees state insurance,
income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess
and other statutory dues applicable to it. According to the information and explanations
given to us and based on audit procedures performed by us, no undisputed amounts
payable in respect of these statutory dues were outstanding, at the year end, for a period of
more than six months from the date they became payable.

(b) The dues of goods and services tax, provident fund, employees state insurance,
income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess,
and other statutory dues have not been deposited on account of any dispute, are as follows:

Nature of Statute	Nature of Dues	Amount (In Lakhs)	Period to which it relates	Pending at which forum
GST Act	GST	9.16	July 17 to Mar 18	Appellate Authority

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

ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in the
payment of interest thereon to any lender.

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

(c) Term loans were applied for the purpose for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company, no funds raised
on short-term basis have been used for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiaries, associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its
subsidiaries, joint ventures or associate companies. Hence, the requirement to report on
clause (ix)(f) of the Order is not applicable to the Company.

x. (a) The Company has not raised any money during the year by way of initial public offer /
further public offer (including debt instruments) hence, the requirement to report on clause
3(x)(a) of the Order is not applicable to the Company.

(b) The Company has complied with provisions of sections 42 and 62 of the Companies
Act, 2013 in respect of the preferential allotment or private placement of shares/ fully or
partially or optionally convertible debentures respectively during the year. The funds
raised, have been used for the purposes for which the funds were raised.

xi. (a) No material fraud by the Company and no material fraud on the Company has been
noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act,
2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT - 4 as
prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government.

(c) As represented to us by the management, there are no whistle blower complaints
received by the Company during the year.

xii. The Company is not a nidhi Company as per the provisions of the Companies Act, 2013.
Therefore, the requirement to report on clause 3(xii)(a),(b) &(c) of the Order is not
applicable to the Company.

xiii. Transactions with the related parties are in compliance with sections 177 and 188 of
Companies Act, 2013 where applicable and the details have been disclosed in the notes to
the financial statements, as required by the applicable accounting standards.

xiv. (a) The Company has an internal audit system and the same is commensurate with the size
and nature of its business

(b) We have considered the internal audit reports of the Company issued till date for the
period under audit.

xv. The Company has not entered into any non-cash transactions with its directors or persons
connected to its directors and hence, provisions of Section 192 of the Companies Act,
2013 are not applicable to the Company.

xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are
not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a)
of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance
activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not
applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not
applicable.

(d) There is no Core Investment Company as a part of the Group, hence, the requirement
to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

xvii. The Company has not incurred cash losses in the current financial year and in the
immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly
requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

xix. On the basis of the financial ratios disclosed in note 23 to the financial statements, ageing
and expected dates of realization 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 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. The provisions of Section 135 to the Companies Act, 2013 in relation to Corporate Social
Responsibility is not applicable to the Company. Accordingly, the requirement to report on
clause 3(xx)(a)&(b) of the Order is not applicable to the Company.

For R T Jain & Co. LLP
Chartered Accountants FRN :

103961W / W100182

(CA Bankim Jain)

Partner

Mem No.: 139447

UDIN: 26139447JKXYUP1625

Mumbai, May 30 2026

Annexure - B to the Independent Auditors Report

Referred to in paragraph 2(f) under the heading "Report on Other Legal and Regulatory
Requirements" of our report of even date on the accounts of the company for the year ended
31^st March, 2026

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 Sancode Technologies
Limited ("the Company") as of March 31, 2026 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 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 standalone 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
standalone 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 standalone 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 standalone 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 March 31, 2026, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India.

For R T Jain & Co LLP
Chartered Accountants
FRN: 103961W / W100182

(CA Bankim Jain)

Partner

Mem No.: 139447

UDIN: 26139447JKXYUP1625

Mumbai, May 30 2026