TechD Cybersecurity Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION

To,

The Board of Directors

Techdefence Labs Solutions Limited

(formerly known Techdefence Labs Solutions Private Limited)

Office No. 901, 902, 903, 904 & 908, 9th Floor, Abhishree Adroit, Nr. Mansi Cross Road,

Nr. Swaminarayan Temple,Vastrapur,

Ahmedabad, Gujarat, India, 380015

1. We have examined the attached restated financial information of Tech defence Labs Solutions Limited (formally known as "Techdefence Labs Solutions Private Limited") (hereinafter referred to as "the Company") comprising the restated statement of assets and liabilities as at September 30, 2024, March 31, 2024, 2023 and 2022, restated statement of profit and loss and restated cash flow statement for the financial year/period ended on September 30, 2024, March 31, 2024, 2023 and 2022 and the summary statement of significant accounting policies and other explanatory information (collectively referred to as the "restated financial information" or "Restated Financial Statements") annexed to this report and initialed by us for identification purposes. These Restated Financial Statements have been prepared by the management of the Company and approved by the board of directors in their meeting held on February 05,2025 for the purpose of inclusion in the Draft Red herring Prospectus/ Red Herring Prospectus/Prospectus prepared by company in connection with the proposed Initial Public Offering on EMERGE Platform ("IPO" or "EMERGE IPO") of National Stock Exchange of India Limited ("NSE") of the company.

2. These restated summary statements have been prepared in accordance with the requirements of:

(i) Section 26 of Part - I of Chapter III of Companies Act, 2013 (the "Act") read with 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") and related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");

(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note")

3. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for inclusion in the Draft Red-Herring Prospectus/ Red-Herring Prospectus/ Prospectus ("Offer Document") to be filed with Securities and Exchange Board of India ("SEBI"), NSE and Registrar of Companies (Ahmedabad) in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company for the period ended September 30, 2024, year ended March 31,2024, March 31, 2023 and March 31, 2022, on the basis of preparation stated in Annexure IV to the Restated Financial Statements. The responsibility of the board of directors of the Company includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statements. The board of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

4. We have examined such Restated Financial Statements taking into consideration:

(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed EMERGE IPO;

(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements;

(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 your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the EMERGE IPO.

5. The Restated Financial Statements of the Company have been compiled by the management from audited financial statements for the year/period ended on September 30, 2024, March 31, 2024, 2023 and 2022.

6. Audit for the financial year/period ended September 30, 2024, March 31, 2024, March 31, 2023, was audited by us vide our report dt. February 05,2025 ,August 14, 2024 & September 25, 2023 respectively. Audit for the financial year ended March 31, 2022 was conducted by Dharit Mehta & Co. vide report dt. September 5, 2022 respectively. There are no audit qualifications in the audit reports issued by previous auditors and which would require adjustments in the Restated Financial Statements of the Company. The financial report included for these years is based solely on the report submitted by him.

7. Based on our examination and according to information and explanations given to us, we are of the opinion that the Restated Financial Statements:

a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial year/period ended as on September 30, 2024 and March 31, 2024, 2023 and 2022.

b) The Restated Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;

c) do not require any adjustment for modification as there is no modification in the underlying audit reports;

d) have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.

e) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

f) No revaluation reserves, which need to be disclosed separately in the Restated Financial Statement,

g) Has not paid any dividend during the financial years

h) There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statement, except-:

Accounting of retirement benefits was not accounted during the financial year 2023-24, 2022-23 and 202122 as per AS-15 (Revised) "Employee benefits", however during the restatement Company has accounted such retirement benefits basis actuarial valuation report.

8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations, Guidance Note and engagement letter, we report that:

(i) The "restated statement of asset and liabilities" of the Company as at September 30, 2024, March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(ii) The "restated statement of profit and loss" of the Company for the financial year/period ended as at September 30, 2024, March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure II to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to the restated summary statements to this report.

(iii) The "restated statement of cash flows" of the Company for the financial year/period ended as at September 30, 2024, March 31, 2024, 2023 and 2022 examined by us, as set out in Annexure III to this report read with significant accounting policies in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial statements of the Company, as in our opinion were appropriate and more fully described in notes to restated summary statements to this report.

9. We have also examined the following other financial information relating to the Company prepared by the management and as approved by the board of directors of the Company and annexed to this report relating to the Company for the financial year ended as at September 30, 2024, March 31, 2024, 2023 and 2022 proposed to be included in the Offer Document.

Annexure to Restated Financial Statements of the Company:-

1. Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;

2. Summary statement of profit and loss, as restated as appearing in ANNEXURE II;

3. Summary statement of cash flows as restated as appearing in ANNEXURE III;

4. Corporate Information, Significant accounting policies as restated and Notes to reconciliation of restated profits and net worth as appearing in ANNEXURE IV;

5. Details of share capital as restated as appearing in ANNEXURE V to this report;

6. Details of reserves and surplus as restated as appearing in ANNEXURE VI to this report;

7. Details of long-term borrowings as restated as appearing in ANNEXURE VII to this report;

8. Details of other Deferred Tax Liabilities as restated as appearing in ANNEXURE VIII to this report;

9. Details of long-term provisions as restated as appearing in ANNEXURE IX to this report;

10. Details of short-term borrowings as restated as appearing in ANNEXURE X to this report;

11. Details of trade payables as restated as appearing in ANNEXURE XI to this report;

12. Details of other current liabilities as restated as appearing in ANNEXURE XII to this report;

13. Details of short-term provisions as restated as appearing in ANNEXURE XIII to this report;

14. Details of property, plant & equipment and intangible assets as appearing in ANNEXURE XIV to this report;

15. Details of deferred tax assets (net) as restated as appearing in ANNEXURE XV to this report;

16. Details of other non-current assets as restated as appearing in ANNEXURE XVI to this report;

17. Details of trade receivables as restated as appearing in ANNEXURE XVII to this report;

18. Details of cash and bank balance as restated as appearing in ANNEXURE XVIII to this report;

19. Details of short-term loans and advances as restated as appearing in ANNEXURE XIX to this report;

20. Details of other current assets as restated as appearing in ANNEXURE XX to this report;

21. Details of revenue from operations as restated as appearing in ANNEXURE XXI to this report;

22. Details of other income as restated as appearing in ANNEXURE XXII to this report;

23. Details of direct expenses as restated as appearing in ANNEXURE XXIII to this report;

24. Details of employee benefit expenses as restated as appearing in ANNEXURE XXIV to this report;

25. Details of finance cost as restated as appearing in ANNEXURE XXV to this report;

26. Details of depreciation and amortization expenses as restated as appearing in ANNEXURE XXVI to this report;

27. Details of other expenses as restated as appearing in ANNEXURE XXVII to this report;

28. Details of other income as restated as appearing in ANNEXURE XXVIII to this report;

29. Details of annexure for Terms of Borrowings as restated as appearing in ANNEXURE XXIX to this report;

30. Ageing of trade Payable as restated as appearing in ANNEXURE XXX to this report;

31. Ageing of trade receivable as restated as appearing in ANNEXURE XXXI to this report;

32. Details of related party transaction as restated as appearing in ANNEXURE XXXII to this report;

33. Disclosure under AS-15 as restated as appearing in ANNEXURE XXXIII to this report;

34. Summary of significant accounting ratios as restated as appearing in ANNEXURE XXXIV to this report;

35. Statement of tax shelters as restated as appearing in ANNEXURE XXXV to this report;

36. Details of contingent liabilities & commitment as restated as appearing in ANNEXURE XXXVI to this report;

37. Details of restated value of imports calculated on C.I.F. basis by the company during the financial year as appearing in ANNEXURE XXXVII to this report;

38. Details of expenditure in foreign currency during the financial year as restated as appearing in ANNEXURE XXXVIII to this report;

39. Details of earnings in foreign exchange as restated as appearing in ANNEXURE XXXIX to this report;

40. Details of dues of small enterprises and micro enterprises as restated as appearing in ANNEXURE XL to this report;

41. Details of dues of CORPORATE SOCIAL RESPONSIBILITY (SEC 135 OF COMPANIES ACT2013) as restated as restated as appearing in ANNEXURE XLI to this report;

42. Additional Regulatory Information as per Para Y of Schedule III to Companies Act, 2013 as restated as appearing in ANNEXURE XLII to this report;

43. Capitalisation Statement as at March 31, 2024 as restated as appearing in ANNEXURE XLIII to this report;

10. The preparation and presentation of the Restated Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

11. In our opinion and to the best of information and explanation provided to us, the Restated Financial Statement of the Company, read with significant accounting policies and notes to accounts as appearing in Annexure IV are prepared after providing appropriate adjustments and regroupings as considered appropriate.

12. In our opinion, the above restated financial information contained in Annexure I to Annexure III of this report read with the respective Significant Accounting Polices and Notes to Accounts as set out in Annexure IV are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Act, SEBI ICDR Regulations, Engagement Letter and Guidance Note and give a true and fair view in conformity with the accounting principles generally accepted in India, to the extent applicable.

13. We, T R S & Associates have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.

14. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

15. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

16. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with SEBI, NSE and Registrar of Companies (Ahmedabad) in connection with the proposed EMERGE IPO. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For, T R S & Associates

Chartered Accountants

ICAI Firm Registration Number : 141126W

"SD"

CA Hemal Narendrabhai Rathod

Partner

Membership Number : 147609

UDIN: - 25147609BMLCPL1230

Date: February 05,2025

Place: Ahmedabad, Gujarat