Trigyn Technologies Ltd Auditors Report.

To the members of Trigyn Technologies Limited

Report on the Standalone Indian Accounting Standard ("Ind AS") Financial Statements for the year ended 31st March, 2019

OPINION

We have audited the standalone financial statements of Trigyn Technologies Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2019, and the Statement of Profit and Loss (including other comprehensive income),

Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 accounting principles generally accepted in India, of the state of affairs of profit(including other Companyasat31March2019,and comprehensive income), changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We 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 opinion

KEY AUDIT MATTERS

Key audit matters (‘KAM) are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter Auditors Response
1 Disputed Tax Matters Procedures performed by the Auditor :
a) In respect of contingent liability of र 985.14 lakhs on account of Revenue filing an appeal the companys tax consultants views and discussions before the Honourable Bombay High Court for the quantum and penalty for Assessment Year 2007-08 (Refer Note No. 31) For tax matters our procedures included examining with Companys legal counsel and tax head; assessing managements conclusions; We also involved our internal tax specialists to gain an understanding and to determine the chances of verdict favouring the company.
In light of the above, we assessed the adequacy of disclosures in Standalone financial statements.
b) In respect of certain disallowable expenses/ additions made by the Income Tax Department for Assessment Year 2003-04 estimated at र 1.66 Crores for which no provision has been made in the accounts (Refer Note No. 50) For tax matters our procedures included examining the companys tax consultant and subject matter experts views; discussions with Companys legal counsel and tax head; assessing managements conclusions; We also involved our internal tax specialists to gain an understanding and to determine the chances of verdict favouring the company. We have relied upon the external consultants and subject matter experts opinion that the company holds good ground on merits against the disputed additions/disallowables.
c) In respect of interest levied by the income tax department amounting to र 1.56 Crores for Assessment Year 2003-04 appearing on the Income Tax website (Refer Note No. 50) This being a technical matter, we have relied upon the companys decision for non provision of interest.

Other Information

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the standalone 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 standalone financial statements or our knowledge obtained in the 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 management and Board of Directors are 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 state of affairs, profit / loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under

Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company 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 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, management and

Board of Directors are 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. Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone 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 with reference to standalone 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 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 the Companys ability to continue as a going concern. If we conclude that a material uncertainty significant 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.

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.

Emphasis of matter

We draw attention to

1. Note No. 43 to the standalone Ind AS financial statements regarding balances of wound up foreign subsidiaries carried forward in the books requiring approval and permission from RBI under FEMA regulations.

2. Note No. 49 (b) pertaining to Special Civil Suit filed by the company for recovery of advances.

3. Note No. 54 regarding search and seizure proceedings carried out by the Income Tax Department under Section 132 of the Income Tax Act, 1961 where closure orders are not received.

(As fully described in the above referred Notes)

Our opinion is not qualified in the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified paragraphs 3 and 4 of the Order, to the extent applicable.

(A) 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 purposes of our audit.

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the

Statement of Changes in Equity and the 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 Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 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 financial statements of the

Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". (B) 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 explanations given to us:

i. The Company has disclosed in their standalone IND AS financial statements matters relating to pending litigations as at 31 March 2019 - (Refer Note 31, 48 and 49(b) to the standalone financial statements);

ii. As represented by the Company, there are no long term contracts including derivative contracts having material foreseeable losses - (Refer Note 56 to the standalone financial statements;

iii. There are no amounts required to be transferred to Investor Education and Protection Fund by the

Company - (Refer Note No. 57 to Standalone financial Statement)

(C) With respect to the matter to be included in the Auditors Report under section 197(16):

In our opinion and according to the information and explanations given to us, it is observed that the remuneration paid to Chairman and Managing Director is in excess of the limit laid down under Section 197 of the Act. However, the company has obtained shareholders approval through a special resolution dated 22nd March, 2019.

For FORD RHODES PARKS & CO.LLP

Chartered Accountants

ICAI FRNo. 102860W/W100089

A. D. Shenoy

Partner

Membership No.11549

Place: Mumbai Date: May 10, 2019

Annexure A to the Independent Auditors Report

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the members of Trigyn Technologies Limited on the standalone Ind AS financial statements for the year ended 31st March, 2019]

i. a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed. assets

b) Fixed assets have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

c) The title deeds of immovable properties are held in the earlier name of company viz. Leading Edge Systems Limited and process to change to present name is in progress.

ii. The Companys inventory comprises of traded hardware and software.

Inventories have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

iii. The Company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. These loans are interest free and there are no stipulations as to repayment of the loan. In our opinion and according to the information and explanation given to us, the terms and conditions of the loans given by the company are prima facie not prejudicial to the interest of the company for the reasons fully explained in Note No. 39. iv. In our opinion and according to information and explanation given to us, the company has complied with the provision of Section 185 and 186 of the Companies Act with respect of providing or granting of loans, making investments and providing guarantees and securities. v. The company has not accepted deposits from public, within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act 2013. vi. The Central Government has not prescribed maintenance of cost records under section (1) of Section 148 of the act in respect of any of companys products or activities, as such clause vi of the order is not applicable to the company. vii.

a) According to the information and explanation given to us and records of the company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including Provident Fund, employee state insurance, income tax, sales tax, value added tax, service tax, custom duty, excise duty, cess and any other statutory dues with the appropriate authorities. There are no undisputed statutory dues payable for a period of more than six month from the date they become payable as at 31st March 2019.

b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, service tax, customs duty and cess as at 31st March 2019, which has not been deposited on account of dispute except the Income tax dues which are disputed /pending rectification and not paid are as under:

Period to which the amount relates Amount () Forum where the dispute is pending
1 A.Y. 2003-04 166,35,900 Deputy Commissioner of Income Tax
2 A.Y.2003-04 156,35,806 Deputy Commissioner of Income Tax
3 A.Y. 2007-08 985,13,683 Bombay High court
4 A.Y. 2011-12 200,000 CIT (Appeal)
5
A.Y. 2012-13 3,00,000 Rectification filed losses
6 A.Y. 2014-15 22,040 The Company is in process of filing rectification
7 A.Y. 2015-16 8,98,480 Assistant CIT / CPC Rectification u/s 154
8 A.Y. 2017-18 21,46,500 CPC Rectification u/s 154
9 Various Years 347,920 ITO TDS Rectification filed/ to be filed.

viii. The Company has not raised any fund by way of debentures or through bank, financial institution or Government.

Hence Clause viii of the Order is not applicable.

ix. The Company has not raised any Initial Public Offer or further public offer during the year. The company has obtained term Loan under Hire purchase arrangement and the same was applied for the purpose for which they were raised. x. Based upon the audit procedures performed and information and explanations given by the management, we report that we have not come across any instances of fraud by the company or any material fraud on the company by its officers or employees that have been noticed or reported during the year nor have we been informed of such case by management.

xi. In our opinion and according to information and explanation given to us, Managerial remuneration paid / provided to Chairman and Managing Director exceeded limits prescribed under Section 197 read with schedule V to Companies Act 2013. However the company has taken approval from shareholders through special resolution dated 22nd March, 2019.

xii. The Company is not a Chit Fund Company/or nidhi/ mutual benefit fund/society. As such Clause xii of the order is not applicable to the Company.

xiii. All transactions with related parties are in compliance with Sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Standalone Ind AS financial Statement as required by the applicable Accounting Standards. xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. As such Clause xiv of the order is not applicable to the Company. However, during the year the company has issued shares on exercise of ESOP by Director /Employees of Company and its subsidiaries.

xv. The Company has not entered into non-cash transactions covered by Section 192 of Companies Act, 2013 with directors or persons connected with them. xvi. The Company is not engaged in the business of non-banking financial institution (NBFI) and not required to obtain a Certificate of Registration (CoR) from Reserve Bank of India in terms of Section 45-IA of the RBI Act, 1934.

For FORD RHODES PARKS & CO.LLP

Chartered Accountants

ICAI FRNo. 102860W/W100089

A. D. Shenoy

Partner

Membership No.11549

Place: Mumbai

Date: May 10,2019

Annexure B to the Independent Auditors Report

[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement" of our Report of even date to the Members of Trigyn Technologies Limited on the Standalone Ind AS financial statements for the year ended 31st March, 2019] 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 Trigyn Technologies Limited ("the Company")reportingof as of March 31, 2019 in conjunction with our audit of the Standalone IND AS 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 internal control over financial reporting criteria established by the Company considering the essential internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (IFCOFR) issued by the Institute of Chartered Accountants of India. 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 deemed to be 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 weakness exists, controls over financial and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgments, 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 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 of financial regarding the reliability of financial statements for external purposes in accordance with generallyacceptedaccountingprinciples.Acompanysinternalfinancialcontrol 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 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 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 reporting may become inadequate because of are subject to the risk that the internal financial control over financial 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 explanation given to us, the Company has, in all material reporting and such internal financial controls over respects, an adequate internal financial controls system over financial based on the internal control over financial reporting financial 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 FORD RHODES PARKS & CO.LLP

Chartered Accountants

ICAI FRNo. 102860W/W100089

A. D. Shenoy

Partner

Membership No.11549

A

Place: Mumbai

Date: May 10, 2019