TAC Infosec Ltd Auditor Reports

On the Consolidated Accounting Standards (AS ) Financial Statements To the Members of TAC INFOSEC LIMITED Opinion

We have audited the accompanying consolidated ASfinancial statement of TAC INFOSEC LIMITED (‘the Holding Company) and its Subsidiary (collectively referred to as ‘the Company or ‘the Group) (refer no. 1 to the attached consolidatedfinancial statement) comprising of: a) the consolidated balance sheet as at March 31, 2024, b) the consolidated statement of profit and loss c) the consolidated cash ow statement and the consolidated statement of change in equity for the year ended, and d) notes to the consolidated ASfinancial statements including a summary of the signi cant accounting policies and other explanatory information (hereinafter referred to as ‘consolidatedfinancial statements).

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 other auditor on separatefinancial statements and otherfinancial information of the subsidiary the consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2015, as amended (‘AS), accounting principles generally accepted in India, of the consolidates state of a airs of the Company, as at March 31, 2024, consolidated profit, their consolidated cash ow and consolidated change in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the consolidatedfinancial statements in accordance with the Standards on Auditing speci ed under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibility for the Audit of the consolidatedfinancial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidatedfinancial statements under the provisions of the Act and the Rules made thereunder, and we have ful lled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is su cient and appropriate to provide a basis for our audit opinion on the consolidatedfinancial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signi cance in our audit of the Consolidatedfinancial statements for thefinancial year ended March 31, 2024. These matters were addressed in the context of our audit of the Consolidatedfinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have ful lled the responsibilities described in the ‘Auditors responsibilities for the audit of the Consolidated nan-cial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Consolidatedfinancial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidatedfinancial statements.

Sr. No Key Audit Matters	How our audit addressed the key audit matter
1. Evaluation of consolidation process	We performed the following key audit procedures:
The consolidation process includes evaluation of the sig- ni cant in uence, alignment of subsidiaries accounting poli- cies with that of parent, and resultant adjustments which may require a high level of judgment.	Assessed the design, implementation and operating effectiveness of key controls in respect of Groups process of consolidation and managements procedures for alignment of group accounting policies, consolidation ad- justments, and the resultant tax impact;
	Read the underlying documents relat- ing to signi cant group entities, includ- ing agreements to review the manage- ments evaluation of signi cant in u- ence;
	Tested the relevant general IT and ap- plications controls over the consolida- tion process to con rm the appropri- ateness of the alignment of Associate accounting policies with that of parent; and
	Evaluated whether the methodology applied by management for align- ment of accounting policies is appro- priate by reading the accounting poli- cies of the signi cant group entities and matching it with the Groups ac- counting policies.
2. Acquisition of TAC Security Inc Company have acquired US based company TAC Security INC on March 11, 2024	We have performed following proce- dure in relation to the given matter We have obtained documentation for acquisition of TAC Security INC.
	We have also veri ed the same along with reporting requirements of FEMA We have also veri ed the accounting treatment of the same in standalone Financial Statement

Information Other than the Standalone 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 Boards Report including Annex-ures to Boards Report, Management Discussion and Analysis Report and Business Responsibility Report, but does not include the consolidatedfinancial statements and our auditors report thereon.

Our opinion on the consolidatedfinancial 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 consolidatedfinancial statements, our responsibility is to read the other information, compare with thefinancial statements of the subsidiaries and joint ventures 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 consolidatedfinancial 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 theirfinancial 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.

Managements responsibility for the consolidatedfinancial statements

The Holding Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidatedfinancial statements that give a true and fair view of the consolidatedfinancial position, consolidatedfinancial performance and consolidated cash ows of the Group including its associates and joint ventures in accordance with the AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and its subsidiaries are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its subsidiaries 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 internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial 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 consolidatedfinancial statements by the Directors of the Parent, as aforesaid.

In preparing the consolidated nan-cial statements, the respective

Board of Directors of the companies included in the Group and of its associates are responsible for assessing the ability of the Group and of its associates to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate or cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and its subsidiaries are also responsible for overseeing thefinancial reporting process of the Group and of its associates.

Auditors Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidatedfinancial 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 in uence 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 consolidatedfinancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su -cient 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 an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internalfinancial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internalfinancial con trols 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 signi cant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertain ty exists, we are required to draw attention in our auditors report to the related disclosures in the consolidatedfinancial 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 consolidatedfinancial statements, including the disclosures, and whether the consolidatedfinancial statements represent the underlying transactions and events in a manner that achieves fair presenta tion.

Obtain su cient appropriate audit evidence regarding thefinancial information of the business activities within the Group and its associates and joint ventures to express an opinion on the consolidatedfinancial statements. We are responsible for the direction, supervision and performance of the audit of thefinancial statements of such business activities included in the consolidatedfinancial statements of which we are the independent auditors. For the business activities included in the consolidatedfinancial 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.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signi cant audit ndings, including any signi cant de cien-cies 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 signi cance in the audit of the consolidated nan-cial 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 bene- ts of such communication.

Other Matters

1. Our opinion on the consolidatedfinancial statement and our report on other legal and Regulatory Requirements below, is not modi ed in respect of the above matters with respect to our reliance on the work done and reports of the other auditor and thefinancial statement/financial information certi ed by the management.

2. We did not audit the Foreign Subsidiary companys books of account whosefinancial statements re ect total assets of Rs 960 Lacs, total liabilities of Rs 953 Lacs and did not have any revenue from operation during the consolidation period.

3. Foreign Subsidiary company Financials statements were prepared in foreign currency over there of which were converted into Reporting currency (Indian Rs) and the same where certi- ed by the management which were used for purpose of Consolidation.

Report on other legal and regulatory requirements

As required by section 143 (3) of the Act, based on our audit and on the consideration of report of the other auditors on separate nan-cial statements and the other nan-cial information of subsidiary and associate, as noted in the ‘other matter paragraph we report, to the extent applicable, that:

a. In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the nan-cial statements have been kept by the Company so far as appears from our examination.

b.The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account for the purpose of preparation of the consolidatedfinancial statements.

c. In our opinion, the aforesaid consolidated AS Financial Statement comply with the Accounting Standards speci ed under

Section 133 of the Act.

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

e. With respect to the adequacy of the internalfinancial controls overfinancial reporting with reference to these consolidatedfinancial statements of the company and the operating effective-ness of such controls, refer to our separate report in "Annex-ure A", and f. 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 according to the information and explanations given to us, the managerial remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act, read with Schedule V of the Act. The remuneration paid to any director is according to the special resolution passed in meeting dated Octo-ber 24, 2023. The Ministry of Corporate A airs has not prescribed other details under Section 197(16) which are required to be commented upon by us

g. 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 explanation given to us;

(i) There are no long-term contracts including derivative contracts, hence the question of reporting any material foreseeable losses does not arise;

(ii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the holding company. h. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1st April 2024.

(i) For thefinancial year 2023-24, based on our examination which included test checks and information given to us, the Company has used accounting software Tally for maintaining its books of account, which did not have a feature of recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in the respective software, and hence audit trail is not enabled throughout the period.

For Maharishi & Co.

Chartered Accountants

ICAI Firm Reg. No.124872W

 

Kapil Sanghvi

Partner

Membership No: 141168

UDIN: 24141168BKAGAZ4463

Date : May 24, 2024

Place : Jamnagar

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 overfinancial reporting under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the act) In Conjunction with our audit of the consolidatedfinancial statements of TAC Infosec Limited as of and for the year ended March 31, 2024, we have audited the internalfinancial controls overfinancial reporting of the group, which are companies incorporated in India, as of that date.

Managements Responsibility for Internal Financial Controls

The respective Board of Directors of the Group, which are companies incorporated in India, are responsible for establishing and maintaining internalfinancial controls based on the internal control overfinancial reporting criteria established by the company considering the essential components of internal control stated in the guidance note on audit of internalfinancial controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI"). These responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and e cient conduct of its business, including adherence to the respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, and accuracy and completeness of the accounting records, and the timely preparation of reliablefinancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the companys internalfinancial controls overfinancial reporting of the Parent, its subsidiary, 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) and the Standards on Auditing speci ed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internalfinancial 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 internalfinancial controls overfinancial reporting were 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 internalfinancial controls system overfinancial reporting and their operating effectiveness. Our audit of internalfinancial controls overfinancial reporting included obtaining an understanding of internalfinancial controls overfinancial 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 thefinancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by other auditors in terms of their report referred to in other matter paragraph below, is su cient and appropriate to provide a basis for our audit opinion on the Companys internalfinancial controls system overfinancial reporting.

Meaning of Internal Financial Control over Financial Reporting

A companys internalfinancial control overfinancial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation offinancial statements for external purpose in accordance with generally accepted accounting principles.

A companys internalfinancial control overfinancial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly re ect 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 authorization of the management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material e ect on thefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internalfinancial controls overfinancial reporting, including the possibility of collusion or improper management override of controls, material misstatement due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internalfinancial controls overfinancial reporting to future periods are subject to the risk that the internalfinancial control overfinancial 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 to the best of our information and according to the explanations given to us, the company and its subsidiary which are companies incorporated in India have, in all material respects, an adequate internalfinancial control system overfinancial reporting and such internalfinancial controls overfinancial reporting

were operating effectively as at March 31, 2024 based on the internal control overfinancial reporting criteria established by the Group 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.

However, looking to the expansion of the group in terms of volume & capital expenditure either separate audit division or an appointment of external audit professional is suggested. Our opinion is not modi ed for this matter.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internalfinancial controls with reference to consolidatedfinancial statements insofar as it relates to three subsidiary company, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India

For Maharishi & Co

Chartered Accountants

FRN 124872W

 

Kapil Sanghvi

Partner

M. NO. 141168

UDIN: 24141168BKAGAZ4463

Date : May 24, 2024

Place : Jamnagar